§ 909. Sale, lease, exchange or other disposition of assets.

(a) A sale, lease, exchange or other disposition of all or
substantially all the assets of a corporation, if not made in the usual
or regular course of the business actually conducted by such
corporation, shall be authorized only in accordance with the following
procedure:

(1) The board shall authorize the proposed sale, lease, exchange or
other disposition and direct its submission to a vote of shareholders.

(2) Notice of meeting shall be given to each shareholder of record,
whether or not entitled to vote.

(3) The shareholders shall approve such sale, lease, exchange or other
disposition and may fix, or may authorize the board to fix, any of the
terms and conditions thereof and the consideration to be received by the
corporation therefor, which may consist in whole or in part of cash or
other property, real or personal, including shares, bonds or other
securities of any other domestic or foreign corporation or corporations,
by vote at a meeting of shareholders of (A) 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 this clause, a majority of the
votes of all outstanding shares entitled to vote thereon or (B) 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.

(b) A recital in a deed, lease or other instrument of conveyance
executed by a corporation to the effect that the property described
therein does not constitute all or substantially all of the assets of
the corporation, or that the disposition of the property affected by
said instrument was made in the usual or regular course of business of
the corporation, or that the shareholders have duly authorized such
disposition, shall be presumptive evidence of the fact so recited.

(c) An action to set aside a deed, lease or other instrument of
conveyance executed by a corporation affecting real property or real and
personal property may not be maintained for failure to comply with the
requirements of paragraph (a) unless the action is commenced and a
notice of pendency of action is filed within one year after such
conveyance, lease or other instrumment is recorded or within six months
after this subdivision takes effect, whichever date occurs later.

(d) Whenever a transaction of the character described in paragraph (a)
involves a sale, lease, exchange or other disposition of all or
substantially all the assets of the corporation, including its name, to
a new corporation formed under the same name as the existing
corporation, upon the expiration of thirty days from the filing of the
certificate of incorporation of the new corporation, with the consent of
the state tax commission attached, the existing corporation shall be
automatically dissolved, unless, before the end of such thirty-day
period, such corporation has changed its name. The adjustment and
winding up of the affairs of such dissolved corporation shall proceed in
accordance with the provisions of article 10 (Non-judicial dissolution).

(e) The certificate of incorporation of a corporation formed under the
authority of paragraph (d) shall set forth the name of the existing
corporation, the date when its certificate of incorporation was filed by
the department of state, and that the shareholders of such corporation
have authorized the sale, lease, exchange or other disposition of all or
substantially all the assets of such corporation, including its name, to
the new corporation to be formed under the same name as the existing
corporation.

(f) Notwithstanding shareholder approval, the board may abandon the
proposed sale, lease, exchange or other disposition without further
action by the shareholders, subject to the rights, if any, of third
parties under any contract relating thereto.