Share Exchange

(a)A corporation may acquire all of the outstanding shares of one

(1)COL070307 CH. 9 MERGER AND SHARE EXCHANGE or more classes or series of another corporation if the board of directors of each corporation adopts and its stockholders, if required by § 9103 of this Chapter, approve the plan of share 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; and

(3)The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring corporation, 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 and, if not otherwise set forth in the Articles of Incorporation of the acquiring company as theretofore in effect, shall include an amendment to such Articles of Incorporation setting forth any rights, privileges, limitations and preferences of the class or series of securities to be issued in the exchange.

(d)This Section does not limit the power of a corporation to acquire all or part of the shares of one

(1)or more classes or series of another corporation through a voluntary exchange or otherwise.