(1) Unless otherwise provided in the articles of incorporation, the outstanding shares of a class or series may be reduced to a lesser number of shares by a reverse split made on the terms set forth in this section.
To effect the reverse split, each outstanding share of the class or series shall be divided by the same divisor as is every other such share.
Each share of the class or series shall have, after the reverse split, such par value, ifany, as may be stated in the articles of incorporation.
If the articles of incorporation are to be amended in connection with the reverse split,whether to change the number of authorized shares of such class or series or the par value, if any, of the shares of such class or series or for any other reason, such amendment shall be effected pursuant to article 110 of this title.
In lieu of issuing fractional shares upon such reverse split, the corporation may takeany of the actions provided for in section 7-106-104.
For the reverse split to be effected:
The board of directors shall recommend the reverse split to the holders of shares ofthe class or series that is to be reverse split and to each other voting group that is entitled, by reason of any provision in the articles of incorporation, to vote on the reverse split, unless the board of directors determines that, because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the reverse split; and
The holders of shares of the class or series that is to be reverse split, and each othervoting group that is entitled, by reason of any provision in the articles of incorporation, to vote on the reverse split, shall approve the reverse split.
The board of directors may condition the effectiveness of the reverse split on anybasis.
The corporation shall give notice, in accordance with section 7-107-105, to eachshareholder entitled to vote on the reverse split, of the shareholders' meeting at which the reverse split will be voted upon. The notice of the meeting shall state that the purpose, or one of the purposes, of the meeting is to consider the reverse split, and the notice shall contain or be accompanied by a copy or a summary of the reverse split.
Unless articles 101 to 117 of this title, the articles of incorporation, bylaws adoptedby the shareholders, or the proposing board of directors require a greater vote, the reverse split shall be approved by the votes required by sections 7-107-206 and 7-107-207 by every voting group entitled to vote on the reverse split.
Source: L. 96: Entire section added, p. 1314, § 14, effective June 1.