(a) At a meeting for which notice is given under Alaska Stat. § 10.06.568(b) a vote of the shareholders shall be taken on the recommended sale, lease, exchange, or other disposition and the shareholders may fix, or may authorize the board to fix, the terms and conditions and the consideration to be received by the corporation. The transaction is approved if the recommendation of the board receives the affirmative vote of at least two-thirds of the outstanding shares of the corporation, unless a class of shares is entitled to vote as a class, in which event the transaction shall be approved upon receiving the affirmative vote of at least two-thirds of the outstanding shares of each class of shares entitled to vote as a class and of the total shares entitled to vote.

Terms Used In Alaska Statutes 10.06.570

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • board: means the board of directors of a domestic or foreign corporation. See Alaska Statutes 10.06.990
  • common shares: means shares that have no preference over other shares with respect to distribution of assets on liquidation or with respect to payment of dividends. See Alaska Statutes 10.06.990
  • control: means
    (A) owning directly or indirectly, or having the power to vote, 25 percent or more of a class of voting securities of a corporation subject to this chapter. See Alaska Statutes 10.06.990
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • foreign corporation: means a corporation for profit organized under laws other than the laws of Alaska for a purpose for which a corporation may be organized under this chapter. See Alaska Statutes 10.06.990
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • parent: means an affiliate controlling a specified corporation directly or indirectly through one or more intermediaries. See Alaska Statutes 10.06.990
  • shares: means the units into which the proprietary interests in a corporation are divided. See Alaska Statutes 10.06.990
  • vote: includes authorization by written consent subject to the provisions of Alaska Stat. See Alaska Statutes 10.06.990
(b) If the buyer in a sale of assets under Alaska Stat. § 10.06.568 is in control of or under common control with the seller, the principal terms of the sale must be approved by at least 90 percent of the outstanding shares of the seller unless the sale is to a domestic or foreign corporation in consideration for the nonredeemable common shares of the purchasing corporation or its parent.
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