§415-73 Approval by shareholders. (a) The board of directors of each corporation in the case of a merger or consolidation, and the board of directors of the corporation the shares of which are to be acquired in the case of a share exchange, upon approving the plan of merger, consolidation, or share exchange, shall, by resolution, direct that the plan be submitted to a vote at a meeting of its shareholders, which may be either an annual or a special meeting. Written notice shall be given to each shareholder of record, whether or not entitled to vote at the meeting, not less than twenty days before the meeting, in the manner provided in this chapter for the giving of notice of meetings of shareholders, and, whether the meeting be an annual or a special meeting, shall state that the purpose or one of the purposes is to consider the proposed plan of merger, consolidation, or share exchange. A copy or a summary of the plan of merger, consolidation, or share exchange, as the case may be, shall be included in or enclosed with the notice.

(b) With respect to corporations incorporated on or after July 1, 1987, at such a meeting, a vote of the shareholders shall be taken on the proposed plan. The plan shall be approved upon receiving the affirmative vote of the holders of a majority of each class of the shares entitled to vote thereon as a class and of the total shares entitled to vote thereon. Any class of shares of any such corporation shall be entitled to vote as a class if any such plan contains any provision which, if contained in a proposed amendment to articles of incorporation, would entitle such class of shares to vote as a class and, in the case of an exchange, if the class is included in the exchange.

(c) With respect to corporations incorporated before July 1, 1987, at such meeting, a vote of the shareholders shall be taken on the proposed plan. The plan shall be approved upon receiving the affirmative vote of the holders of three-fourths of all the issued and outstanding shares of stock having voting power even though their right to vote is otherwise restricted or denied by the articles, bylaws, or resolutions of any such corporation. The articles of incorporation may be amended by the vote set forth in the preceding sentence to provide for a lesser proportion of shares, or of any class or series thereof, than is provided in the preceding sentence, in which case the articles of incorporation shall control, provided that said lesser proportion shall be not less than the proportion set forth in subsection (b) of this section.

(d) After the approval by a vote of the shareholders of each of the corporations, and at any time prior to the filing of the articles of merger or consolidation, the board of directors of each corporation, in its discretion, may abandon the merger or consolidation, subject to the rights of other parties under any contracts relating thereto, without further action or approval of the shareholders.

After approval by the vote of shareholders of the acquired corporation, the board of directors of each corporation, in its discretion, may abandon the share exchange, subject to the rights of any other parties under any contracts relating thereto, without further action or approval of the shareholders.