4076

(a) A public benefit corporation may terminate its status as such and cease to be subject to this chapter by amending its certificate of incorporation and deleting the provision required under § 4074 of this title stating that the corporation is a public benefit corporation. Such amendment shall be approved in accordance with the requirements of §§ 3681 and 3682 of this title, unless it is approved by the vote of the holders of at least two thirds (2/3) of the shares of each class of capital stock of the corporation issued and outstanding.\n(b) If a public benefit corporation is a party to a merger or consolidation with another public benefit corporation, the certificate or agreement of merger or consolidation shall specifically state that the resulting or acquiring corporation shall not become a public benefit corporation upon approval as provided in §§ 3731—3746 of this title.\n(c) A sale, lease, exchange or other disposition of all or substantially all of the assets of a public benefit corporation (unless the transaction is carried out in the usual and ordinary course of business) shall not be effective unless the transaction is approved by the vote of the holders of at least

nefit corporation (unless the transaction is carried out in the usual and ordinary course of business) shall not be effective unless the transaction is approved by the vote of the holders of at least two thirds (2/3) of each class of capital stock of the corporation issued and outstanding. The provisions of §§ 3701—3715 of this title regarding the sale of assets and dissolution shall apply in a complementary manner to these transactions.\nHistory —Dec. 16, 2009, No. 164, added as § 23.06 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.