Guam § 9103 - Action on Plan.

§ 9103. Action on Plan.

(a) After adopting a Plan of Merger or Share Exchange, the board of

directors of a corporation whose shares will be acquired in a share exchange

shall submit the Plan of the Merger (except as provided in Subsection (g) of

this Section) or Share Exchange for approval by its stockholders.

(b) For a Plan of Merger or Share Exchange to be approved:

(1) The board of directors must recommend the Plan of Merger or

Share Exchange to the stockholders, unless the board of directors

determines that because of a conflict of interest or other special

circumstance it should make no recommendation and communicates

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the basis for said determination to the stockholders with the plan; and

(2) The stockholders entitled to vote must approve the plan.

(c) The board of directors may condition its submission of the

proposed merger or share exchange on any basis.

(d) The corporation shall notify each stockholder, whether or not

entitled to vote, of the proposed stockholders' meeting in accordance with

18 GCA § 3105. The notice must also state that the purpose, or one (I) of

the purposes of the meeting is to consider the plan of merger or share

exchange and contain or be accompanied by a copy or summary of the plan.

(e) Unless this Section, the Articles of Incorporation, or the board of

directors acting pursuant to Subsection (c) of this Section, requires a greater

vote or a vote by voting groups, the plan of merger or share exchange to be

authorized requires the approval of the shareholders by a majority of all the

votes entitled to be cast on the plan.

(f) Action by the stockholders of the surviving corporation on a plan of

merger is not required if:

(1) The Articles of Incorporation of the surviving corporation will

not differ except for amendments enumerated in 18 GCA § 9104(e)

from its articles before the merger;

(2) Each stockholder of the surviving corporation whose shares

were outstanding immediately before the effective date of the merger

will hold the same number of shares, with identical designations,

preferences, limitations, and relative rights immediately after;

(3) The number of voting shares outstanding immediately after

the merger, plus the number of voting shares issuable as a result of the

merger either by the conversion of securities issued pursuant to the

merger or the exercise of rights and warrants issued pursuant to the

merger, will not exceed by more than twenty percent (20%) the total

number of voting shares of the surviving corporation outstanding

immediately before the merger; and

(4) The number of participating shares outstanding immediately

after the merger, plus the number of participating shares issuable as a

result of the merger either by the conversion of securities issued

pursuant to the merger or the exercise of rights and warrants issued

pursuant to the merger, will not exceed by more than twenty percent

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(20%) the total number of participating shares outstanding

immediately before the merger.

(g) As used in Subsection (f) of this Section:

(1) “Participating shares” means shares that entitle their holders to

participate without limitation in distributions.

(2) “Voting shares” means shares that entitle their holders to vote

unconditionally in elections of directors.

(A) After a merger or share exchange is authorized, and at

any time before articles of merger or share exchange are filed, the

planned merger or share exchange may be abandoned, subject to

any contractual rights, without further stockholder action, in

accordance with the procedure set forth in the plan of merger or

share exchange or, if none is set forth, in the manner determined

by the board of directors.