Guam § 9102 - Share Exchange.

§ 9102. Share Exchange.

(a) A corporation may acquire all of the outstanding shares of one (1)

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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.