Ohio § 1701.76

§ 1701.76.

(A)(1) Provided the provisions of Chapter 1704. of the Revised Code do not prevent the transaction

from being effected, a lease, sale, exchange, transfer, or other disposition of all,

or substantially all, of the assets, with or without the good will, of a corporation,

if not made in the usual and regular course of its business, may be made upon the

terms and conditions and for the consideration, that may consist, in whole or in part,

of money or other property of any description, including shares or other securities

or promissory obligations of any other corporation, domestic or foreign, that may

be authorized as follows: (a) By the directors, either before or after authorization by the shareholders as required

in this section;  and (b) At a meeting of the shareholders held for that purpose, by the affirmative vote of

the holders of shares entitling them to exercise two-thirds of the voting power of

the corporation on the proposal, or, if the articles so provide or permit, by the

affirmative vote of a greater or lesser proportion, but not less than a majority,

of the voting power, and by the affirmative vote of the holders of shares of any particular

class that is required by the articles. (2) At the shareholder meeting described in division (A)(1)(b) of this section or at

any subsequent shareholder meeting, shareholders, by the same vote that is required

to authorize the lease, sale, exchange, transfer, or other disposition of all, or

substantially all, of the assets, with or without the good will, of the corporation,

may grant authority to the directors to establish or amend any of the terms and conditions

of the transaction, except that the shareholders shall not authorize the directors

to do any of the following: (a) Alter or change the amount or kind of shares, securities, money, property, or rights

to be received in exchange for the assets; (b) Alter or change to any material extent the amount or kind of liabilities to be assumed

in exchange for the assets; (c) Alter or change any other terms and conditions of the transaction if any of the alterations

or changes, alone or in the aggregate, would materially adversely affect the shareholders

or the corporation. (3) Notice of the meeting of the shareholders described in division (A)(1)(b) of this

section shall be given to all shareholders whether or not entitled to vote at the

meeting and shall be accompanied by a copy or summary of the terms of the transaction. (B) The corporation by its directors may abandon the transaction under this section,

subject to the contract rights of other persons, if the power of abandonment is conferred

upon the directors either by the terms of the transaction or by the same vote of shareholders

and at the same meeting of shareholders as that referred to in division (A)(1)(b)

of this section or at any subsequent meeting. (C) Dissenting holders of shares of any class, whether or not entitled to vote, shall

be entitled to relief under section 1701.85 of the Revised Code , unless both of the following apply: (1) The shares of the corporation for which the dissenting shareholder would otherwise

be entitled to relief are listed on a national securities exchange as of the day immediately

preceding the date of the vote described in division (A)(1)(b) of this section. (2) The consideration to be received by the shareholders consists of shares or shares

and cash in lieu of fractional shares that, immediately following the time of the

vote described in division (A)(1)(b) of this section, are listed on a national securities

exchange, and no proceedings are pending to delist the shares from the national securities

exchange as of the time of the vote. (D) An action to set aside a conveyance by a corporation, on the ground that any section

of the Revised Code applicable to the lease, sale, exchange, transfer, or other disposition

of all, or substantially all, of the assets of that corporation has not been complied

with, shall be brought within ninety days after that transaction, or the action shall

be forever barred. (E) If a resolution of dissolution is adopted pursuant to section 1701.86 of the Revised Code , the directors may dispose of all, or substantially all, of the corporation's assets

without the necessity of a shareholders' authorization under this section. (F) The terms and conditions of any transaction under this section shall be subject to

the limitations specified in section 2307.97 of the Revised Code . (G) This section does not apply to the distribution, pursuant to section 1701.33 of the Revised Code , to the shareholders of an issuing public corporation of shares owned by the issuing

public corporation in one or more of its domestic or foreign subsidiary corporations,

unless either of the following applies: (1) The former subsidiary is a party to one or more agreements pursuant to which it is

obligated to engage in an additional transaction that, if the transaction were authorized

after the time at which the distribution becomes effective, would require the approval

of its shareholders. (2) Immediately prior to the time at which the distribution becomes effective, the issuing

public corporation has more than one class of shares outstanding. (H) For purposes of this section only, the assets of a corporation include the assets

of any other entity that is wholly owned, directly or indirectly, by the corporation.  Unless otherwise provided in the articles, this section does not apply to any lease,

sale, exchange, transfer, or other disposition of all, or substantially all, of the

assets of a corporation to any entity that is wholly owned, directly or indirectly,

by the corporation.