RSA 293-A:9.21 · Action on a Plan of Domestication

293-A:9.21 Action on a Plan of Domestication. –

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(a)

In the case of a domestication of a domestic business corporation in a foreign jurisdiction:

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(1)

The plan of domestication must be adopted by the board of directors.

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(2)

After adopting the plan of domestication, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation or (ii) RSA 293-A:8.26 applies. If (i) or (ii) applies, the board of directors shall transmit to the shareholders the basis for that determination.

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(3)

The board of directors may condition its submission of the plan of domestication to the shareholders on any basis.

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(4)

If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of domestication is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the articles of incorporation as they will be in effect immediately after the domestication.

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(5)

Unless the articles of incorporation, or the board of directors acting pursuant to RSA 293-A:9.21(a)(3), requires a greater vote or a greater number of votes to be present, approval of the plan of domestication requires the approval of each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.

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(6)

Separate voting by voting groups is required by each class or series of shares that:

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(i)

are to be reclassified under the plan of domestication into other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing;

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(ii)

would be entitled to vote as a separate group on a provision of the plan that, if contained in a proposed amendment to articles of incorporation, would require action by separate voting groups under RSA 293-A:10.04; or

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(iii)

is entitled under the articles of incorporation to vote as a voting group to approve an amendment of the articles.

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(7)

If any provision of the articles of incorporation, bylaws, or an agreement to which any of the directors or shareholders are parties, adopted or entered into before January 1, 2014, applies to a merger of the corporation and that document does not refer to a domestication of the corporation, the provision shall be deemed to apply to a domestication of the corporation until such time as the provision is amended subsequent to that date.

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(8)

A plan of domestication may be approved for a participating corporation by written consent of shareholders entitled to vote, as provided in RSA 293-A:7.04. If the plan of domestication is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the board of directors of the participating corporation approving, proposing, submitting, recommending, or otherwise respecting the plan of domestication is not necessary and shareholders of the participating corporation are not entitled to receive notice of or to dissent from the plan of domestication. Source. 2013, 142:1, eff. Jan. 1, 2014.

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