(a) Provisions of the articles described in paragraph (3) of
subdivision (e) of Section 202 and subdivision (a) and (b) of
Section 204 may be made dependent upon facts ascertainable outside
the articles, if the manner in which those facts shall operate upon
those provisions is clearly and expressly set forth in the articles.
Similarly, any of the terms of an agreement of merger pursuant to
Section 1101 may be made dependent upon facts ascertainable outside
that agreement, if the manner in which those facts shall operate upon
the terms of the agreement is clearly and expressly set forth in the
agreement of merger.
   (b) Notwithstanding subdivision (a), when any provisions or terms
of articles or an agreement of merger are made dependent upon facts
ascertainable outside the filed instrument through a reference to an
agreement or similar document, the corporation filing that instrument
shall (1) maintain at its principal executive office a copy of any
such agreement or document and all amendments and (2) provide to its
shareholders, in the case of articles, or to shareholders of any
constituent corporation, in the case of an agreement of merger, a
copy of them upon written request and without charge.
   (c) If the reference to an agreement or contract is a reference to
an agreement or contract to which the corporation is a party (a
"referenced agreement" in this section), any amendment or revision of
the referenced agreement requires shareholder approval, in addition
to approvals otherwise required, in the following instances and no
other:
   (1) If the amendment or revision of the referenced agreement would
result in a material change in the rights, preferences, privileges
or restrictions of a class or series of shares, the amendment or
revision of the referenced agreement is required to be approved by
the outstanding shares (Section 152) of that class or series.
   (2) If the amendment or revision of the referenced agreement would
result in a material change in the rights or liabilities of any
class or series of shares with respect to the subject matter of
paragraph (1), (2), (3), (5), or (9) of subdivision (a) of Section
204, the amendment or revision of the referenced agreement is
required to be approved by the outstanding shares (Section 152) of
that class or series.
   (3) If the amendment or revision of the referenced agreement would
result in a material change in the restrictions on transfer or
hypothecation of any class or series of shares, the amendment or
revision of the referenced agreement is required to be approved by
the outstanding shares (Section 152) of that class or series.
   (4) If the amendment or revision of the referenced agreement would
result in a change of any of the principal terms of an agreement of
merger, the amendment or revision of the referenced agreement is
required to be approved in the same manner as required by Section
1104 for a change in the principal terms of an agreement of merger.

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Nicholas C. Rowley California Injury Lawyer.
Thomas G. Lewellyn Oakland Injury Lawyer.
Tilden Moschetti San Francisco Divorce Lawyer.
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Larry H. Parker Los Angeles Personal Injury Lawyer.
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Edward A. Smith Sacramento Auto Accident Lawyer.
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Clarke Logan Young Los Angeles Divorce Lawyer.

Last modified: July 31, 2008