2023 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.