ORS 60.484
Share exchange
(1)
A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts a plan of exchange and, if required by ORS 60.487 (Action on plan of merger or share exchange), the shareholders of each corporation approve the exchange.(2)
The plan of exchange must set forth:(a)
The name of the corporation whose shares will be acquired and the name of the acquiring corporation;(b)
A summary of the material terms and conditions of the exchange; and(c)
The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or for other property in full or part.(3)
The plan of exchange may set forth other provisions relating to the exchange.(4)
This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise. [1987 c.52 §116; 1989 c.171 §7; 1989 c.1040 §27; 2003 c.80 §17]
Source:
Section 60.484 — Share exchange, https://www.oregonlegislature.gov/bills_laws/ors/ors060.html.
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