N.Y. Business Corporation Law § 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.