Arizona Laws 10-1103. Action on plan
A. Except as provided in subsection G of this section, after adopting a plan, the board of directors of a domestic corporation that is a party to or that is otherwise undertaking the transaction and, in the case of a domestic corporation whose shares will be acquired in an interest exchange, the board of directors of the corporation whose shares will be acquired in the interest exchange shall submit the plan for approval by its shareholders.
Terms Used In Arizona Laws 10-1103
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
- Board of directors: means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated and includes the governing body or bodies of a water users' association if the articles of incorporation of the water users' association provide for a governing body or bodies denominated other than as a board of directors. See Arizona Laws 10-140
- Class: refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption and transfer. See Arizona Laws 10-3140
- 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.
- domestic corporation: means a corporation for profit that is not a foreign corporation and that is incorporated under or subject to chapters 1 through 17 of this title. See Arizona Laws 10-140
- Plan: means a plan of merger, interest exchange, conversion, domestication or division. See Arizona Laws 10-1101
- Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Arizona Laws 10-140
- Shares: means the units into which the proprietary interests in a corporation are divided. See Arizona Laws 10-140
- Transaction: means a merger, an interest exchange, a conversion, a domestication or a division. See Arizona Laws 10-1101
- Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140
- Voting group: means all shares of one or more classes or series that under the articles of incorporation or chapters 1 through 17 of this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Arizona Laws 10-140
B. For a plan to be approved, both:
1. The board of directors shall recommend the plan to the shareholders, unless the board of directors determines that because of a conflict of interest or other special circumstances it should not make a recommendation and communicates the basis for its determination to the shareholders with the plan.
2. The shareholders entitled to vote on the plan shall approve the plan.
C. The board of directors may condition its submission of the plan on any basis.
D. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting at which the plan is to be submitted for approval in accordance with section 10-705. The notice shall state that the purpose or one of the purposes of the meeting is to consider the plan and shall contain or be accompanied by a copy or summary of the plan.
E. Unless chapters 1 through 17 of this title, the articles of incorporation or the board of directors acting pursuant to subsection C of this section requires a greater vote or a vote by voting groups, the plan to be authorized shall be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.
F. Separate voting by voting groups is required:
1. On a plan, other than a plan of interest exchange, if either:
(a) The plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would require action by one or more separate voting groups on the proposed amendment under section 10-1004.
(b) One or more voting groups are entitled under the articles of incorporation to vote as a voting group on the plan.
2. On a plan of interest exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.
G. Unless the articles of incorporation otherwise require, action by the shareholders of a domestic corporation that is the surviving corporation on a plan of merger is not required if all of the following conditions exist:
1. The articles of incorporation of the surviving corporation will not differ, except for amendments enumerated in section 10-1002, from its articles of incorporation before the merger.
2. Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares with identical designations, preferences, limitations and relative rights immediately after the effective date of the merger.
3. The number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty per cent the total number of voting shares of the surviving corporation outstanding immediately before the merger.
4. The number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty per cent the total number of participating shares outstanding immediately before the merger.
H. For the purposes of subsection G of this section:
1. "Participating shares" means shares that entitle their holders to participate without limitation in distributions.
2. "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.