§ 913. Share exchanges.\n (a) (1) Two domestic corporations may, as provided in this section,\nparticipate in the consummation of a plan for binding share exchanges.\n (2) Whenever used in this article:\n (A) "Acquiring corporation" means a corporation that is participating\nin a procedure pursuant to which such corporation is acquiring all of\nthe outstanding shares of one or more classes of a subject corporation.\n (B) "Subject corporation" means a corporation that is participating in\na procedure pursuant to which all of the outstanding shares of one or\nmore classes of such corporation are being acquired by an acquiring\ncorporation.\n (b) The board of the acquiring corporation and the board of the\nsubject corporation shall adopt a plan of exchange, setting forth:\n (1) The name of the acquiring corporation and the name of the subject\ncorporation, and, if the name of either of them has been changed, the\nname under which it was formed;\n (2) As to the acquiring corporation and the subject corporation, the\ndesignation and number of outstanding shares of each class and series,\nspecifying the classes and series entitled to vote and further\nspecifying each class and series, if any, entitled to vote as a class;\nand, if the number of any such shares is subject to change prior to the\neffective date of the exchange, the manner in which such change may\noccur;\n (3) The terms and conditions of the proposed exchange, including the\nmanner and basis of exchanging the shares to be acquired for shares,\nbonds or other securities of the acquiring corporation, or the cash or\nother consideration to be paid or delivered in exchange for such shares\nto be acquired, or a combination thereof; and\n (4) Such other provisions with respect to the proposed exchange as the\nboard considers necessary or desirable.\n (c) The board of the subject corporation, upon adopting the plan of\nexchange, shall submit such plan, except as provided in paragraph (g) of\nthis section, to a vote of shareholders in accordance with the\nfollowing:\n (1) Notice of meeting shall be given to each shareholder of record, as\nof the record date fixed pursuant to section 604 (Fixing record date),\nwhether or not entitled to vote. A copy of the plan of exchange or an\noutline of the material features of the plan shall accompany such\nnotice.\n (2) (A) The plan of exchange shall be adopted at a meeting of\nshareholders by (i) for any corporation in existence on the effective\ndate of subclause (ii) of this clause, two-thirds of the votes of all\noutstanding shares entitled to vote thereon and (ii) for any corporation\nin existence on the effective date of this subclause the certificate of\nincorporation of which expressly provides such and for any corporation\nincorporated after the effective date of this subclause, a majority of\nthe votes of all outstanding shares entitled to vote thereon.\nNotwithstanding any provision in the certificate of incorporation, the\nholders of shares of a class or series of a class shall be entitled to\nvote together and to vote as a separate class if both of the following\nconditions are satisfied:\n 1. Such shares will be converted into shares of the acquiring\ncorporation, and\n 2. The certificate or articles of incorporation of the acquiring\ncorporation immediately after the share exchange would contain any\nprovision which is not contained in the certificate of incorporation of\nthe subject corporation and which, if contained in an amendment to the\ncertificate of incorporation of the subject corporation, would entitle\nthe holders of shares of such class or such one or more series to vote\nand to vote as a separate class thereon pursuant to section 804 (Class\nvoting on amendment).\n In such case, in addition to the authorization of the exchange by the\nproportion of votes indicated above of all outstanding shares entitled\nto vote thereon, the exchange shall be authorized by a majority of the\nvotes of all outstan
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