1. A plan of merger or consolidation: (1) That if effected would terminate statutory close corporation status shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate classes or series, whether or not the holders are otherwise entitled to vote on the plan; (2) That if effected would create the surviving corporation as a statutory close corporation shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the surviving corporation, voting as separate classes or series, whether or not the holders are otherwise entitled to vote on the plan. 2. A sale, lease, exchange, or other disposition of all or substantially all of the property, with or without the goodwill, of a statutory close corporation, if not made in the usual and regular course of business, shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate classes or series, whether or not the holders are otherwise entitled to vote on the transaction.
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