NY Bus Corp L § 903 (2021)
2021 New York Laws BSC - Business Corporation Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges 903 - Authorization by Shareholders.

§ 903. Authorization by shareholders.  (a) The board of each constituent corporation, upon adopting such plan of  merger  or  consolidation,  shall  submit  such  plan  to  a vote of shareholders in accordance with the following:  (1) Notice of meeting shall be given to each shareholder of record, as of the record date fixed pursuant to section 604 (Fixing  record  date), whether  or  not  entitled  to  vote.  A  copy  of the plan of merger or consolidation or an outline of the material features of the  plan  shall accompany such notice.  (2)  The plan of merger or consolidation shall be adopted at a meeting of shareholders by (i) for corporations in existence  on  the  effective date  of this clause the certificate of incorporation of which expressly provides such or corporations incorporated after the effective  date  of subclause  (A)  of  clause  (ii) of this subparagraph, a majority of the votes of  the  shares  entitled  to  vote  thereon  or  (ii)  for  other corporations  in  existence  on  the  effective  date  of  this  clause, two-thirds of the votes of  all  outstanding  shares  entitled  to  vote thereon.   Notwithstanding   any   provision   in   the  certificate  of incorporation, the holders of shares of a class or  series  of  a  class shall  be  entitled  to vote together and to vote as a separate class if both of the following conditions are satisfied:  (A)  such  shares  will  remain  outstanding  after  the   merger   or consolidation  or  will be converted into the right to receive shares of stock  of  the  surviving  or  consolidated   corporation   or   another corporation, and  (B)  the  certificate or articles of incorporation of the surviving or consolidated corporation or of such other corporation immediately  after the  effectiveness  of  the  merger  or  consolidation would contain any provision which, is not contained in the certificate of incorporation of the  corporation  and  which,  if  contained  in  an  amendment  to  the certificate  of  incorporation,  would  entitle the holders of shares of such class or such one or more series to vote and to vote as a  separate class thereon pursuant to section 804 (Class voting on amendment).   In  such  case,  in  addition  to  the  authorization of the merger or consolidation by the requisite number of votes of all outstanding shares entitled to  vote  thereon  pursuant  to  the  first  sentence  of  this subparagraph  (2),  the merger or consolidation shall be authorized by a majority of the votes of all outstanding shares of the class entitled to vote as a separate class. If any provision referred to in subclause  (B) of  clause  (ii)  of  this  subparagraph  would affect the rights of the holders of shares of only one or more series of any class  but  not  the entire  class,  then only the holders of those series whose rights would be affected shall together be considered a separate class  for  purposes of this section.  (b) Notwithstanding shareholder authorization and at any time prior to the  filing  of  the certificate of merger or consolidation, the plan of merger or consolidation may be abandoned pursuant  to  a  provision  for such   abandonment,   if  any,  contained  in  the  plan  of  merger  or consolidation.