Page:United States Statutes at Large Volume 76.djvu/330

 282

PUBLIC LAW 87-569-AUG. 6, 1962

[76 STAT.

(2) an irrevocable appointment of the Commissioners of the District of Columbia as its agent to accept service of process in any such proceeding; and (3) a post office address to which the Commissioners may mail a copy of any service of process, notice, or demand against the corporation that may oe served on them. (c) The effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of the District of Columbia. If the surviving or new corporation is to be governed by the laws of any jurisdiction other than the District of Columbia, the effect of such merger or consolidation shall be the stime as in the case of the merger or consolidation of domestic corporations except insofar as the laws of such other jurisdiction provide otherwise. SALE, LEASE, E X C H A N G E, ( R MORTGAGE OF ASSETS

SEC. 46. A sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property^ real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner: (a) Where there are members having voting rights, the board of directors shall adopt a resolution recommending such sale, lease, exchange, mortgage, pledge, or other disposition and directing the submission thereoi to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. (b) Written or printed notice stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the corporation shall be given to each memoer entitled to vote at such meeting, within the time and in the manner provided by this Act for the giving of notice of meetings of members. (c) At such meeting the members may authorize such sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization shall require the vote of at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting. (d) After such authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon such sale, lease, exchange, mortgage, pledge, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members. (e) Where there are no members, or no members having voting rights, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office.

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