US Laws, Codes, Statutes & Cases

 
  § 510. Disposition of all or substantially all assets.
    (a)   A  sale,  lease,  exchange  or  other  disposition  of  all,  or
  substantially all, the assets of a corporation may  be  made  upon  such
  terms  and  conditions  and for such consideration, which may consist in
  whole or in part of cash or other property, real or personal,  including
  shares,  bonds  or  other  securities  of  any other domestic or foreign
  corporation or corporations of any type or kind, as may be authorized in
  accordance with the following procedure:
    (1) If there are members entitled to vote  thereon,  the  board  shall
  adopt  a  resolution  recommending  such  sale, lease, exchange or other
  disposition. The resolution shall specify the terms  and  conditions  of
  the  proposed transaction, including the consideration to be received by
  the corporation  and  the  eventual  disposition  to  be  made  of  such
  consideration,  together  with  a  statement that the dissolution of the
  corporation is or is not contemplated thereafter. The  resolution  shall
  be submitted to a vote at a meeting of members entitled to vote thereon,
  which  may  be  either  an  annual  or  a special meeting. Notice of the
  meeting shall be given to each member  and  each  holder  of  subvention
  certificates  or  bonds  of  the corporation, whether or not entitled to
  vote. At such meeting by two-thirds vote as provided in paragraph (c) of
  section 613 (Vote of members)  the  members  may  approve  the  proposed
  transaction  according  to  the terms of the resolution of the board, or
  may approve such sale, lease, exchange  or  other  disposition  and  may
  authorize the board to modify the terms and conditions thereof.
    (2)  If  there  are  no  members  entitled to vote thereon, such sale,
  lease, exchange or other disposition shall be authorized by the vote  of
  at  least  two-thirds  of  the  entire board, provided that if there are
  twenty-one or more directors, the vote of a majority of the entire board
  shall be sufficient.
    (3) If the corporation is, or would be if formed under  this  chapter,
  classified  as  a  Type  B  or  Type  C  corporation  under section 201,
  (Purposes) such sale, lease, exchange  or  other  disposition  shall  in
  addition  require leave of the supreme court in the judicial district or
  of the county court of the county  in  which  the  corporation  has  its
  office  or principal place of carrying out the puropses for which it was
  formed.
    (b) After such authorization the board in its discretion  may  abandon
  such  sale,  lease,  exchange or other disposition of assets, subject to
  the rights of third parties under any contract relating thereto, without
  further action or approval.