(a) After adopting a Plan of Merger or Share Exchange, the board of directors of a corporation whose shares will be acquired in a share exchange shall submit the Plan of the Merger (except as provided in Subsection (g) of this Section) or Share Exchange for approval by its stockholders.

(b) For a Plan of Merger or Share Exchange to be approved:

(1) The board of directors must recommend the Plan of Merger or Share Exchange to the stockholders, unless the board of directors determines that because of a conflict of interest or other special circumstance it should make no recommendation and communicates

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the basis for said determination to the stockholders with the plan; and

(2) The stockholders entitled to vote must approve the plan.

(c) The board of directors may condition its submission of the proposed merger or share exchange on any basis.

(d) The corporation shall notify each stockholder, whether or not entitled to vote, of the proposed stockholders’ meeting in accordance with
18 Guam Code Ann. § 3105. The notice must also state that the purpose, or one (I) of
the purposes of the meeting is to consider the plan of merger or share exchange and contain or be accompanied by a copy or summary of the plan.

(e) Unless this Section, 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 of merger or share exchange to be authorized requires the approval of the shareholders by a majority of all the votes entitled to be cast on the plan.

(f) Action by the stockholders of the surviving corporation on a plan of merger is not required if:

(1) The Articles of Incorporation of the surviving corporation will not differ except for amendments enumerated in 18 Guam Code Ann. § 9104(e) from its articles before the merger;

(2) Each stockholder 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;

(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 percent (20%) the total number of voting shares of the surviving corporation outstanding immediately before the merger; and

(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 percent

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(20%) the total number of participating shares outstanding immediately before the merger.

(g) As used in Subsection (f) 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.

(A) After a merger or share exchange is authorized, and at any time before articles of merger or share exchange are filed, the planned merger or share exchange may be abandoned, subject to any contractual rights, without further stockholder action, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors.