(a)        A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders (if required by N.C. Gen. Stat. § 55-11-03) approve the exchange.

(b)        The plan of exchange must set forth:

(1)        The name of the corporation whose shares will be acquired and the name of the acquiring corporation;

(2)        The terms and conditions of the exchange;

(3)        The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part.

(c)        The plan of exchange may set forth other provisions relating to the exchange.

(c1)      The provisions of the plan of share exchange, other than the provision required by subdivision (b)(1) of this section, may be made dependent on facts objectively ascertainable outside the plan of share exchange if the plan of share exchange sets forth the manner in which the facts will operate upon the affected provisions. The facts may include any of the following:

(1)        Statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data.

(2)        A determination or action by the corporation or by any other person, group, or body.

(3)        The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document.

(d)       This section does not limit the acquisition of all or part of the shares of one or more classes or series of a corporation through a voluntary exchange or otherwise. (1989, c. 265, s. 1; 2005-268, s. 17.)

Terms Used In North Carolina General Statutes 55-11-02

  • 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.
  • Dependent: A person dependent for support upon another.
  • following: when used by way of reference to any section of a statute, shall be construed to mean the section next preceding or next following that in which such reference is made; unless when some other section is expressly designated in such reference. See North Carolina General Statutes 12-3
  • property: shall include all property, both real and personal. See North Carolina General Statutes 12-3