(a) Except as provided in (b) of this section all shares of the same class or series shall be treated equally with respect to a distribution of shares, cash, property, rights, or securities in any plan of merger, consolidation, or share exchange.
(b) Disparate treatment of shares of the same class or series may be proposed in a plan of merger, consolidation, or share exchange if (1) disparate treatment is necessary to preserve a subchapter S election under the Internal Revenue Code of 1954;
(2) there is a sound business reason for disparate treatment and proponents of the plan prove it is consistent with fiduciary duties owed to all shareholders; or
(3) there is unanimous consent of all shareholders.