KRS 271B.11-020: Share exchange.

(1) A corporation may acquire all of the outstanding shares of one (1) or more classes

or series of another corporation if the board of directors of each corporation adopts

and its shareholders (if required by KRS 271B.11-030) approve the exchange.

(2) The plan of exchange shall set forth:

(a) The name of the corporation whose shares will be acquired and the name of

the acquiring corporation;

(b) The terms and conditions of the exchange; and

(c) The manner and basis of exchanging the shares to be acquired for s hares,

obligations, or other securities of the acquiring or any other corporation or for

cash or other property in whole or part.

(3) The plan of exchange may set forth other provisions relating to the exchange.

(4) This section shall not limit the power o f 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.