(1) (a) Notwithstanding ss. 180.11032 (3) to (5) and 180.1104, a plan of merger or interest exchange that will terminate the status of the corporation as a statutory close corporation must 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 voting groups, whether or not the holders are otherwise entitled to vote on the plan. (b) Notwithstanding ss. 180.11032 (3) to (5) and 180.1104, a plan of merger under which the surviving corporation will become a statutory close corporation must 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 voting groups, whether or not the holders are otherwise entitled to vote on the plan. (c) Notwithstanding s. 180.11032 (3) and (4), if under a plan of interest exchange the corporation whose shares will be acquired in the interest exchange will become a statutory close corporation, the interest exchange must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation whose shares will be acquired, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan. (d) If a plan of merger or interest exchange is approved, a shareholder who did not vote in favor of the plan is entitled to assert dissenters’ rights under ss. 180.1301 to 180.1331. (2) (a) Notwithstanding s. 180.1202 (3) , a sale, lease, exchange or other disposition of all, or substantially all, of the property and assets, with or without the goodwill, of a statutory close corporation, if not made in the usual and regular course of its business, must 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 voting groups, whether or not the holders are otherwise entitled to vote on the transaction. (b) A shareholder who did not vote in favor of a disposition under this subsection is entitled to assert dissenters’ rights under ss. 180.1301 to 180.1331.
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