Subchapter IX. Merger, Consolidation or Conversion
§ 251. Merger or consolidation of domestic corporations.
(a) Any 2 or more corporations existing under the laws of this State may merge into a single corporation, which may be any
1 of the constituent corporations or may consolidate into a new corporation formed by the consolidation, pursuant to an agreement
of merger or consolidation, as the case may be, complying and approved in accordance with this section.
(b) The board of directors of each corporation which desires to merge or consolidate shall adopt a resolution approving an
agreement of merger or consolidation and declaring its advisability. The agreement shall state: (1) The terms and conditions
of the merger or consolidation; (2) the mode of carrying the same into effect; (3) in the case of a merger, such amendments
or changes in the certificate of incorporation of the surviving corporation as are desired to be effected by the merger (which
amendments or changes may amend and restate the certificate of incorporation of the surviving corporation in its entirety),
or, if no such amendments or changes are desired, a statement that the certificate of incorporation of the surviving corporation
shall be its certificate of incorporation; (4) in the case of a consolidation, that the certificate of incorporation of the
resulting corporation shall be as is set forth in an attachment to the agreement; (5) the manner, if any, of converting the
shares of each of the constituent corporations into shares or other securities of the corporation surviving or resulting from
the merger or consolidation, or of cancelling some or all of such shares, and, if any shares of any of the constituent corporations
are not to remain outstanding, to be converted solely into shares or other securities of the surviving or resulting corporation
or to be cancelled, the cash, property, rights or securities of any other corporation or entity which the holders of such
shares are to receive in exchange for, or upon conversion of such shares and the surrender of any certificates evidencing
them, which cash, property, rights or securities of any other corporation or entity may be in addition to or in lieu of shares
or other securities of the surviving or resulting corporation; and (6) such other details or provisions as are deemed desirable,
including, without limiting the generality of the foregoing, a provision for the payment of cash in lieu of the issuance or
recognition of fractional shares, interests or rights, or for any other arrangement with respect thereto, consistent with
§ 155 of this title. The agreement so adopted shall be executed and acknowledged in accordance with § 103 of this title. Any
of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement,
provided that the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly set forth
in the agreement of merger or consolidation. The term "facts," as used in the preceding sentence, includes, but is not limited
to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(c) The agreement required by subsection (b) of this section shall be submitted to the stockholders of each constituent corporation
at an annual or special meeting for the purpose of acting on the agreement. Due notice of the time, place and purpose of the
meeting shall be mailed to each holder of stock, whether voting or nonvoting, of the corporation at the stockholder's address
as it appears on the records of the corporation, at least 20 days prior to the date of the meeting. The notice shall contain
a copy of the agreement or a brief summary thereof. At the meeting, the agreement shall be considered and a vote taken for
its adoption or rejection. If a majority of the outstanding stock of the corporation entitled to vote thereon shall be voted
for the adoption of the agreement, that fact shall be certified on the agreement by the secretary or assistant secretary of
the corporation, provided that such certification on the agreement shall not be required if a certificate of merger or consolidation
is filed in lieu of filing the agreement. If the agreement shall be so adopted and certified by each constituent corporation,
it shall then be filed and shall become effective, in accordance with § 103 of this title. In lieu of filing the agreement
of merger or consolidation required by this section, the surviving or resulting corporation may file a certificate of merger
or consolidation, executed in accordance with § 103 of this title, which states:
(1) The name and state of incorporation of each of the constituent corporations;
(2) That an agreement of merger or consolidation has been approved, adopted, executed and acknowledged by each of the constituent
corporations in accordance with this section;
(3) The name of the surviving or resulting corporation;
(4) In the case of a merger, such amendments or changes in the certificate of incorporation of the surviving corporation as
are desired to be effected by the merger (which amendments or changes may amend and restate the certificate of incorporation
of the surviving corporation in its entirety), or, if no such amendments or changes are desired, a statement that the certificate
of incorporation of the surviving corporation shall be its certificate of incorporation;
(5) In the case of a consolidation, that the certificate of incorporation of the resulting corporation shall be as set forth
in an attachment to the certificate;
(6) That the executed agreement of consolidation or merger is on file at an office of the surviving corporation, stating the
address thereof; and
(7) That a copy of the agreement of consolidation or merger will be furnished by the surviving corporation, on request and
without cost, to any stockholder of any constituent corporation.
(d) Any agreement of merger or consolidation may contain a provision that at any time prior to the time that the agreement
(or a certificate in lieu thereof) filed with the Secretary of State becomes effective in accordance with § 103 of this title,
the agreement may be terminated by the board of directors of any constituent corporation notwithstanding approval of the agreement
by the stockholders of all or any of the constituent corporations; in the event the agreement of merger or consolidation is
terminated after the filing of the agreement (or a certificate in lieu thereof) with the Secretary of State but before the
agreement (or a certificate in lieu thereof) has become effective, a certificate of termination or merger or consolidation
shall be filed in accordance with § 103 of this title. Any agreement of merger or consolidation may contain a provision that
the boards of directors of the constituent corporations may amend the agreement at any time prior to the time that the agreement
(or a certificate in lieu thereof) filed with the Secretary of State becomes effective in accordance with § 103 of this title,
provided that an amendment made subsequent to the adoption of the agreement by the stockholders of any constituent corporation
shall not (1) alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange
for or on conversion of all or any of the shares of any class or series thereof of such constituent corporation, (2) alter
or change any term of the certificate of incorporation of the surviving corporation to be effected by the merger or consolidation,
or (3) alter or change any of the terms and conditions of the agreement if such alteration or change would adversely affect
the holders of any class or series thereof of such constituent corporation; in the event the agreement of merger or consolidation
is amended after the filing thereof with the Secretary of State but before the agreement has become effective, a certificate
of amendment of merger or consolidation shall be filed in accordance with § 103 of this title.
(e) In the case of a merger, the certificate of incorporation of the surviving corporation shall automatically be amended
to the extent, if any, that changes in the certificate of incorporation are set forth in the agreement of merger.
(f) Notwithstanding the requirements of subsection (c) of this section, unless required by its certificate of incorporation,
no vote of stockholders of a constituent corporation surviving a merger shall be necessary to authorize a merger if (1) the
agreement of merger does not amend in any respect the certificate of incorporation of such constituent corporation, (2) each
share of stock of such constituent corporation outstanding immediately prior to the effective date of the merger is to be
an identical outstanding or treasury share of the surviving corporation after the effective date of the merger, and (3) either
no shares of common stock of the surviving corporation and no shares, securities or obligations convertible into such stock
are to be issued or delivered under the plan of merger, or the authorized unissued shares or the treasury shares of common
stock of the surviving corporation to be issued or delivered under the plan of merger plus those initially issuable upon conversion
of any other shares, securities or obligations to be issued or delivered under such plan do not exceed 20% of the shares of
common stock of such constituent corporation outstanding immediately prior to the effective date of the merger. No vote of
stockholders of a constituent corporation shall be necessary to authorize a merger or consolidation if no shares of the stock
of such corporation shall have been issued prior to the adoption by the board of directors of the resolution approving the
agreement of merger or consolidation. If an agreement of merger is adopted by the constituent corporation surviving the merger,
by action of its board of directors and without any vote of its stockholders pursuant to this subsection, the secretary or
assistant secretary of that corporation shall certify on the agreement that the agreement has been adopted pursuant to this
subsection and, (1) if it has been adopted pursuant to the first sentence of this subsection, that the conditions specified
in that sentence have been satisfied, or (2) if it has been adopted pursuant to the second sentence of this subsection, that
no shares of stock of such corporation were issued prior to the adoption by the board of directors of the resolution approving
the agreement of merger or consolidation, provided that such certification on the agreement shall not be required if a certificate
of merger or consolidation is filed in lieu of filing the agreement. The agreement so adopted and certified shall then be
filed and shall become effective, in accordance with § 103 of this title. Such filing shall constitute a representation by
the person who executes the agreement that the facts stated in the certificate remain true immediately prior to such filing.
(g) Notwithstanding the requirements of subsection (c) of this section, unless expressly required by its certificate of incorporation,
no vote of stockholders of a constituent corporation shall be necessary to authorize a merger with or into a single direct
or indirect wholly-owned subsidiary of such constituent corporation if: (1) such constituent corporation and the direct or
indirect wholly-owned subsidiary of such constituent corporation are the only constituent entities to the merger; (2) each
share or fraction of a share of the capital stock of the constituent corporation outstanding immediately prior to the effective
time of the merger is converted in the merger into a share or equal fraction of share of capital stock of a holding company
having the same designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof,
as the share of stock of the constituent corporation being converted in the merger; (3) the holding company and the constituent
corporation are corporations of this State and the direct or indirect wholly-owned subsidiary that is the other constituent
entity to the merger is a corporation or limited liability company of this State; (4) the certificate of incorporation and
by-laws of the holding company immediately following the effective time of the merger contain provisions identical to the
certificate of incorporation and by-laws of the constituent corporation immediately prior to the effective time of the merger
(other than provisions, if any, regarding the incorporator or incorporators, the corporate name, the registered office and
agent, the initial board of directors and the initial subscribers for shares and such provisions contained in any amendment
to the certificate of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination
or cancellation of stock, if such change, exchange, reclassification, subdivision, combination, or cancellation has become
effective); (5) as a result of the merger the constituent corporation or its successor becomes or remains a direct or indirect
wholly-owned subsidiary of the holding company; (6) the directors of the constituent corporation become or remain the directors
of the holding company upon the effective time of the merger; (7) the organizational documents of the surviving entity immediately
following the effective time of the merger contain provisions identical to the certificate of incorporation of the constituent
corporation immediately prior to the effective time of the merger (other than provisions, if any, regarding the incorporator
or incorporators, the corporate or entity name, the registered office and agent, the initial board of directors and the initial
subscribers for shares, references to members rather than stockholders or shareholders, references to interests, units or
the like rather than stock or shares, references to managers, managing members or other members of the governing body rather
than directors and such provisions contained in any amendment to the certificate of incorporation as were necessary to effect
a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification,
subdivision, combination or cancellation has become effective); provided, however, that (i) if the organizational documents
of the surviving entity do not contain the following provisions, they shall be amended in the merger to contain provisions
requiring that (A) any act or transaction by or involving the surviving entity, other than the election or removal of directors
or managers, managing members or other members of the governing body of the surviving entity, that requires for its adoption
under this chapter or its organizational documents the approval of the stockholders or members of the surviving entity shall,
by specific reference to this subsection, require, in addition, the approval of the stockholders of the holding company (or
any successor by merger), by the same vote as is required by this chapter and/or by the organizational documents of the surviving
entity; provided, however, that for purposes of this clause (i)(A), any surviving entity that is not a corporation shall include
in such amendment a requirement that the approval of the stockholders of the holding company be obtained for any act or transaction
by or involving the surviving entity, other than the election or removal of directors or managers, managing members or other
members of the governing body of the surviving entity, which would require the approval of the stockholders of the surviving
entity if the surviving entity were a corporation subject to this chapter; (B) any amendment of the organizational documents
of a surviving entity that is not a corporation, which amendment would, if adopted by a corporation subject to this chapter,
be required to be included in the certificate of incorporation of such corporation, shall, by specific reference to this subsection,
require, in addition, the approval of the stockholders of the holding company (or any successor by merger), by the same vote
as is required by this chapter and/or by the organizational documents of the surviving entity; and (C) the business and affairs
of a surviving entity that is not a corporation shall be managed by or under the direction of a board of directors, board
of managers or other governing body consisting of individuals who are subject to the same fiduciary duties applicable to,
and who are liable for breach of such duties to the same extent as, directors of a corporation subject to this chapter; and
(ii) the organizational documents of the surviving entity may be amended in the merger (A) to reduce the number of classes
and shares of capital stock or other equity interests or units that the surviving entity is authorized to issue and (B) to
eliminate any provision authorized by subsection (d) of § 141 of this title; and (8) the stockholders of the constituent corporation
do not recognize gain or loss for United States federal income tax purposes as determined by the board of directors of the
constituent corporation. Neither paragraph (g)(7)(i) of this section nor any provision of a surviving entity's organizational
documents required by paragraph (g)(7)(i) of this section shall be deemed or construed to require approval of the stockholders
of the holding company to elect or remove directors or managers, managing members or other members of the governing body of
the surviving entity. The term "organizational documents", as used in paragraph (g)(7) of this section and in the preceding
sentence, shall, when used in reference to a corporation, mean the certificate of incorporation of such corporation, and when
used in reference to a limited liability company, mean the limited liability company agreement of such limited liability company.
As used in this subsection only, the term "holding company" means a corporation which, from its incorporation until consummation
of a merger governed by this subsection, was at all times a direct or indirect wholly-owned subsidiary of the constituent
corporation and whose capital stock is issued in such merger. From and after the effective time of a merger adopted by a constituent
corporation by action of its board of directors and without any vote of stockholders pursuant to this subsection: (i) to the
extent the restrictions of § 203 of this title applied to the constituent corporation and its stockholders at the effective
time of the merger, such restrictions shall apply to the holding company and its stockholders immediately after the effective
time of the merger as though it were the constituent corporation, and all shares of stock of the holding company acquired
in the merger shall for purposes of § 203 of this title be deemed to have been acquired at the time that the shares of stock
of the constituent corporation converted in the merger were acquired, and provided further that any stockholder who immediately
prior to the effective time of the merger was not an interested stockholder within the meaning of § 203 of this title shall
not solely by reason of the merger become an interested stockholder of the holding company, (ii) if the corporate name of
the holding company immediately following the effective time of the merger is the same as the corporate name of the constituent
corporation immediately prior to the effective time of the merger, the shares of capital stock of the holding company into
which the shares of capital stock of the constituent corporation are converted in the merger shall be represented by the stock
certificates that previously represented shares of capital stock of the constituent corporation and (iii) to the extent a
stockholder of the constituent corporation immediately prior to the merger had standing to institute or maintain derivative
litigation on behalf of the constituent corporation, nothing in this section shall be deemed to limit or extinguish such standing.
If an agreement of merger is adopted by a constituent corporation by action of its board of directors and without any vote
of stockholders pursuant to this subsection, the secretary or assistant secretary of the constituent corporation shall certify
on the agreement that the agreement has been adopted pursuant to this subsection and that the conditions specified in the
first sentence of this subsection have been satisfied, provided that such certification on the agreement shall not be required
if a certificate of merger or consolidation is filed in lieu of filing the agreement. The agreement so adopted and certified
shall then be filed and become effective, in accordance with § 103 of this title. Such filing shall constitute a representation
by the person who executes the agreement that the facts stated in the certificate remain true immediately prior to such filing.
8 Del. C. 1953, § 251; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 16; 57 Del. Laws, c. 148, § 22; 57 Del. Laws, c. 421, §§ 8, 9; 58 Del. Laws, c. 235, § 5; 59 Del. Laws, c. 437, §§ 12-14; 64 Del. Laws, c. 112, §§ 30-33; 66 Del. Laws, c. 136, §§ 17-23; 67 Del. Laws, c. 376, §§ 11, 12; 68 Del. Laws, c. 337, § 1; 69 Del. Laws, c. 235, § 5; 70 Del. Laws, c. 79, §§ 13-15; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 349, §§ 8, 17; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 587, §§ 17, 18; 71 Del. Laws, c. 339, §§ 43, 44; 72 Del. Laws, c. 123, § 7; 73 Del. Laws, c. 82, §§ 14-20; 74 Del. Laws, c. 84, §§ 10, 11; 75 Del. Laws, c. 30, § 3; 76 Del. Laws, c. 145, §§ 4-7; 77 Del. Laws, c. 290, §§ 8-10.;
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation.
(a) Any 1 or more corporations of this State may merge or consolidate with 1 or more other corporations of any other state
or states of the United States, or of the District of Columbia if the laws of the other state or states, or of the District
permit a corporation of such jurisdiction to merge or consolidate with a corporation of another jurisdiction. The constituent
corporations may merge into a single corporation, which may be any 1 of the constituent corporations, or they may consolidate
into a new corporation formed by the consolidation, which may be a corporation of the state of incorporation of any 1 of the
constituent corporations, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved
in accordance with this section. In addition, any 1 or more corporations existing under the laws of this State may merge or
consolidate with 1 or more corporations organized under the laws of any jurisdiction other than 1 of the United States if
the laws under which the other corporation or corporations are organized permit a corporation of such jurisdiction to merge
or consolidate with a corporation of another jurisdiction.
(b) All the constituent corporations shall enter into an agreement of merger or consolidation. The agreement shall state:
(1) The terms and conditions of the merger or consolidation; (2) the mode of carrying the same into effect; (3) the manner,
if any, of converting the shares of each of the constituent corporations into shares or other securities of the corporation
surviving or resulting from the merger or consolidation, or of cancelling some or all of such shares, and, if any shares of
any of the constituent corporations are not to remain outstanding, to be converted solely into shares or other securities
of the surviving or resulting corporation or to be cancelled, the cash, property, rights or securities of any other corporation
or entity which the holders of such shares are to receive in exchange for, or upon conversion of, such shares and the surrender
of any certificates evidencing them, which cash, property, rights or securities of any other corporation or entity may be
in addition to or in lieu of the shares or other securities of the surviving or resulting corporation; (4) such other details
or provisions as are deemed desirable, including, without limiting the generality of the foregoing, a provision for the payment
of cash in lieu of the issuance or recognition of fractional shares of the surviving or resulting corporation or of any other
corporation the securities of which are to be received in the merger or consolidation, or for some other arrangement with
respect thereto consistent with § 155 of this title; and (5) such other provisions or facts as shall be required to be set
forth in certificates of incorporation by the laws of the state which are stated in the agreement to be the laws that shall
govern the surviving or resulting corporation and that can be stated in the case of a merger or consolidation. Any of the
terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement,
provided that the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly set forth
in the agreement of merger or consolidation. The term "facts," as used in the preceding sentence, includes, but is not limited
to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(c) The agreement shall be adopted, approved, certified, executed and acknowledged by each of the constituent corporations
in accordance with the laws under which it is formed, and, in the case of a Delaware corporation, in the same manner as is
provided in § 251 of this title. The agreement shall be filed and shall become effective for all purposes of the laws of this
State when and as provided in § 251 of this title with respect to the merger or consolidation of corporations of this State.
In lieu of filing the agreement of merger or consolidation, the surviving or resulting corporation may file a certificate
of merger or consolidation, executed in accordance with § 103 of this title, which states:
(1) The name and state or jurisdiction of incorporation of each of the constituent corporations;
(2) That an agreement of merger or consolidation has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with this subsection;
(3) The name of the surviving or resulting corporation;
(4) In the case of a merger, such amendments or changes in the certificate of incorporation of the surviving corporation as
are desired to be effected by the merger (which amendments or changes may amend and restate the certificate of incorporation
of the surviving corporation in its entirety), or, if no such amendments or changes are desired, a statement that the certificate
of incorporation of the surviving corporation shall be its certificate of incorporation;
(5) In the case of a consolidation, that the certificate of incorporation of the resulting corporation shall be as is set
forth in an attachment to the certificate;
(6) That the executed agreement of consolidation or merger is on file at an office of the surviving corporation and the address
thereof;
(7) That a copy of the agreement of consolidation or merger will be furnished by the surviving corporation, on request and
without cost, to any stockholder of any constituent corporation;
(8) If the corporation surviving or resulting from the merger or consolidation is to be a corporation of this State, the authorized
capital stock of each constituent corporation which is not a corporation of this State; and
(9) The agreement, if any, required by subsection (d) of this section.
(d) If the corporation surviving or resulting from the merger or consolidation is to be governed by the laws of the District
of Columbia or any state or jurisdiction other than this State, it shall agree that it may be served with process in this
State in any proceeding for enforcement of any obligation of any constituent corporation of this State, as well as for enforcement
of any obligation of the surviving or resulting corporation arising from the merger or consolidation, including any suit or
other proceeding to enforce the right of any stockholders as determined in appraisal proceedings pursuant to § 262 of this
title, and shall irrevocably appoint the Secretary of State as its agent to accept service of process in any such suit or
other proceedings and shall specify the address to which a copy of such process shall be mailed by the Secretary of State.
Process may be served upon the Secretary of State under this subsection by means of electronic transmission but only as prescribed
by the Secretary of State. The Secretary of State is authorized to issue such rules and regulations with respect to such service
as the Secretary of State deems necessary or appropriate. In the event of such service upon the Secretary of State in accordance
with this subsection, the Secretary of State shall forthwith notify such surviving or resulting corporation thereof by letter,
directed to such surviving or resulting corporation at its address so specified, unless such surviving or resulting corporation
shall have designated in writing to the Secretary of State a different address for such purpose, in which case it shall be
mailed to the last address so designated. Such letter shall be sent by a mail or courier service that includes a record of
mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient. Such letter shall
enclose a copy of the process and any other papers served on the Secretary of State pursuant to this subsection. It shall
be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the
Secretary of State that service is being effected pursuant to this subsection and to pay the Secretary of State the sum of
$50 for the use of the State, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail
therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff
and the defendant, the title, docket number and nature of the proceeding in which process has been served, the fact that service
has been effected pursuant to this subsection, the return date thereof, and the day and hour service was made. The Secretary
of State shall not be required to retain such information longer than 5 years from receipt of the service of process.
(e) Subsection (d) and the second sentence of subsection (c) of § 251 of this title shall apply to any merger or consolidation
under this section; subsection (e) of § 251 of this title shall apply to a merger under this section in which the surviving
corporation is a corporation of this State; subsection (f) of § 251 of this title shall apply to any merger under this section.
8 Del. C. 1953, § 252; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 17; 57 Del. Laws, c. 148, § 23; 59 Del. Laws, c. 437, §§ 15, 16; 64 Del. Laws, c. 112, §§ 34, 35; 66 Del. Laws, c. 136, §§ 24, 25; 67 Del. Laws, c. 190, § 4; 68 Del. Laws, c. 337, § 2; 69 Del. Laws, c. 61, §§ 4-6; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 349, §§ 9, 18; 70 Del. Laws, c. 587, § 19; 71 Del. Laws, c. 339, § 45; 74 Del. Laws, c. 84, § 12; 77 Del. Laws, c. 290, §§ 11, 12.;
§ 253. Merger of parent corporation and subsidiary or subsidiaries.
(a) In any case in which at least 90% of the outstanding shares of each class of the stock of a corporation or corporations
(other than a corporation which has in its certificate of incorporation the provision required by § 251(g)(7)(i) of this title),
of which class there are outstanding shares that, absent this subsection, would be entitled to vote on such merger, is owned
by another corporation and 1 of the corporations is a corporation of this State and the other or others are corporations of
this State, or any other state or states, or the District of Columbia and the laws of the other state or states, or the District
permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction, the corporation having such
stock ownership may either merge the other corporation or corporations into itself and assume all of its or their obligations,
or merge itself, or itself and 1 or more of such other corporations, into 1 of the other corporations by executing, acknowledging
and filing, in accordance with § 103 of this title, a certificate of such ownership and merger setting forth a copy of the
resolution of its board of directors to so merge and the date of the adoption; provided, however, that in case the parent
corporation shall not own all the outstanding stock of all the subsidiary corporations, parties to a merger as aforesaid,
the resolution of the board of directors of the parent corporation shall state the terms and conditions of the merger, including
the securities, cash, property, or rights to be issued, paid, delivered or granted by the surviving corporation upon surrender
of each share of the subsidiary corporation or corporations not owned by the parent corporation, or the cancellation of some
or all of such shares. Any of the terms of the resolution of the board of directors to so merge may be made dependent upon
facts ascertainable outside of such resolution, provided that the manner in which such facts shall operate upon the terms
of the resolution is clearly and expressly set forth in the resolution. The term "facts," as used in the preceding sentence,
includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including
the corporation. If the parent corporation be not the surviving corporation, the resolution shall include provision for the
pro rata issuance of stock of the surviving corporation to the holders of the stock of the parent corporation on surrender
of any certificates therefor, and the certificate of ownership and merger shall state that the proposed merger has been approved
by a majority of the outstanding stock of the parent corporation entitled to vote thereon at a meeting duly called and held
after 20 days' notice of the purpose of the meeting mailed to each such stockholder at the stockholder's address as it appears
on the records of the corporation if the parent corporation is a corporation of this State or state that the proposed merger
has been adopted, approved, certified, executed and acknowledged by the parent corporation in accordance with the laws under
which it is organized if the parent corporation is not a corporation of this State. If the surviving corporation exists under
the laws of the District of Columbia or any state or jurisdiction other than this State,
(1) Section 252(d) of this title or ( 258(c) of this title, as applicable, shall also apply to a merger under this section;
and
(2) The terms and conditions of the merger shall obligate the surviving corporation to provide the agreement, and take the
actions, required by § 252(d) of this title or § 258(c) of this title, as applicable.
(b) If the surviving corporation is a Delaware corporation, it may change its corporate name by the inclusion of a provision
to that effect in the resolution of merger adopted by the directors of the parent corporation and set forth in the certificate
of ownership and merger, and upon the effective date of the merger, the name of the corporation shall be so changed.
(c) Subsection (d) of § 251 of this title shall apply to a merger under this section, and subsection (e) of § 251 of this
title shall apply to a merger under this section in which the surviving corporation is the subsidiary corporation and is a
corporation of this State. References to "agreement of merger" in subsections (d) and (e) of § 251 of this title shall mean
for purposes of this subsection the resolution of merger adopted by the board of directors of the parent corporation. Any
merger which effects any changes other than those authorized by this section or made applicable by this subsection shall be
accomplished under § 251, § 252, § 257, or § 258 of this title. Section 262 of this title shall not apply to any merger effected
under this section, except as provided in subsection (d) of this section.
(d) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under this section is not
owned by the parent corporation immediately prior to the merger, the stockholders of the subsidiary Delaware corporation party
to the merger shall have appraisal rights as set forth in § 262 of this title.
(e) A merger may be effected under this section although 1 or more of the corporations parties to the merger is a corporation
organized under the laws of a jurisdiction other than 1 of the United States; provided that the laws of such jurisdiction
permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction.
(f) This section shall apply to nonstock corporations if the parent corporation is such a corporation and is the surviving
corporation of the merger; provided, however, that references to the directors of the parent corporation shall be deemed to
be references to members of the governing body of the parent corporation, and references to the board of directors of the
parent corporation shall be deemed to be references to the governing body of the parent corporation.
(g) Nothing in this section shall be deemed to authorize the merger of a corporation with a charitable nonstock corporation,
if the charitable status of such charitable nonstock corporation would thereby be lost or impaired.
8 Del. C. 1953, § 253; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 18; 57 Del. Laws, c. 148, § 24; 59 Del. Laws, c. 106, §§ 10, 11; 60 Del. Laws, c. 371, § 2; 63 Del. Laws, c. 25, § 13; 64 Del. Laws, c. 112, §§ 36, 37; 66 Del. Laws, c. 136, § 26; 69 Del. Laws, c. 61, §§ 7, 8; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 299, § 1; 70 Del. Laws, c. 349, § 10; 70 Del. Laws, c. 587, § 20; 72 Del. Laws, c. 123, § 8; 74 Del. Laws, c. 84, § 13; 77 Del. Laws, c. 253, §§ 38-40; 77 Del. Laws, c. 290, § 13.;
§ 254. Merger or consolidation of domestic corporation and joint-stock or other association.
(a) The term "joint-stock association" as used in this section, includes any association of the kind commonly known as a joint-stock
association or joint-stock company and any unincorporated association, trust or enterprise having members or having outstanding
shares of stock or other evidences of financial or beneficial interest therein, whether formed by agreement or under statutory
authority or otherwise, but does not include a corporation, partnership or limited liability company. The term "stockholder"
as used in this section, includes every member of such joint-stock association or holder of a share of stock or other evidence
of financial or beneficial interest therein.
(b) Any 1 or more corporations of this State may merge or consolidate with 1 or more joint-stock associations, except a joint-stock
association formed under the laws of a state which forbids such merger or consolidation. Such corporation or corporations
and such 1 or more joint-stock associations may merge into a single corporation, or joint-stock association, which may be
any one of such corporations or joint-stock associations, or they may consolidate into a new corporation or joint-stock association
of this State, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance
with this section. The surviving or resulting entity may be organized for profit or not organized for profit, and if the
surviving or resulting entity is a corporation, it may be a stock corporation or a nonstock corporation.
(c) Each such corporation and joint-stock association shall enter into a written agreement of merger or consolidation. The
agreement shall state: (1) The terms and conditions of the merger or consolidation; (2) the mode of carrying the same into
effect; (3) the manner, if any, of converting the shares of stock of each stock corporation, the interest of members of each
nonstock corporation, and the shares, membership or financial or beneficial interests in each of the joint-stock associations
into shares or other securities of a stock corporation or membership interests of a nonstock corporation or into shares, memberships
or financial or beneficial interests of the joint-stock association surviving or resulting from such merger or consolidation,
or of cancelling some or all of such shares, memberships or financial or beneficial interests, and, if any shares of any such
stock corporation, any membership interests of any such nonstock corporation or any shares, memberships or financial or beneficial
interests in any such joint-stock association are not to remain outstanding, to be converted solely into shares or other securities
of the stock corporation or membership interests of the nonstock corporation or into shares, memberships or financial or beneficial
interests of the joint-stock association surviving or resulting from such merger or consolidation or to be cancelled, the
cash, property, rights or securities of any other corporation or entity which the holders of shares of any such stock corporation,
membership interests of any such nonstock corporation, or shares, memberships or financial or beneficial interests of any
such joint-stock association are to receive in exchange for, or upon conversion of such shares, membership interests or shares,
memberships or financial or beneficial interests, and the surrender of any certificates evidencing them, which cash, property,
rights or securities of any other corporation or entity may be in addition to or in lieu of shares or other securities of
the stock corporation or membership interests of the nonstock corporation or shares, memberships or financial or beneficial
interests of the joint-stock association surviving or resulting from such merger or consolidation; and (4) such other details
or provisions as are deemed desirable, including, without limiting the generality of the foregoing, a provision for the payment
of cash in lieu of the issuance of fractional shares where the surviving or resulting entity is a corporation. There shall
also be set forth in the agreement such other matters or provisions as shall then be required to be set forth in certificates
of incorporation or documents required to establish and maintain a joint-stock association by the laws of this State and that
can be stated in the case of such merger or consolidation. Any of the terms of the agreement of merger or consolidation may
be made dependent upon facts ascertainable outside of such agreement, provided that the manner in which such facts shall operate
upon the terms of the agreement is clearly and expressly set forth in the agreement of merger or consolidation. The term "facts,"
as used in the preceding sentence, includes, but is not limited to, the occurrence of any event, including a determination
or action by any person or body, including the corporation.
(d) The agreement required by subsection (c) of this section shall be adopted, approved, certified, executed and acknowledged
by each of the stock or nonstock corporations in the same manner as is provided in § 251 or § 255 of this title, respectively,
and in the case of the joint-stock associations in accordance with their articles of association or other instrument containing
the provisions by which they are organized or regulated or in accordance with the laws of the state under which they are formed,
as the case may be. Where the surviving or resulting entity is a corporation, the agreement shall be filed and shall become
effective for all purposes of the laws of this State when and as provided in § 251 of this title with respect to the merger
or consolidation of corporations of this State. In lieu of filing the agreement of merger or consolidation, where the surviving
or resulting entity is a corporation it may file a certificate of merger or consolidation, executed in accordance with § 103
of this title, which states:
(1) The name and state of domicile of each of the constituent entities;
(2) That an agreement of merger or consolidation has been approved, adopted, certified, executed and acknowledged by each
of the constituent entities in accordance with this subsection;
(3) The name of the surviving or resulting corporation;
(4) In the case of a merger, such amendments or changes in the certificate of incorporation of the surviving corporation as
are desired to be effected by the merger (which amendments or changes may amend and restate the certificate of incorporation
of the surviving corporation in its entirety), or, if no such amendments or changes are desired, a statement that the certificate
of incorporation of the surviving corporation shall be its certificate of incorporation;
(5) In the case of a consolidation, that the certificate of incorporation of the resulting corporation shall be as is set
forth in an attachment to the certificate;
(6) That the executed agreement of consolidation or merger is on file at an office of the surviving corporation and the address
thereof; and
(7) That a copy of the agreement of consolidation or merger will be furnished by the surviving corporation, on request and
without cost, to any stockholder of any constituent entity.
Where the surviving or resulting entity is a joint-stock association, the agreement shall be filed and shall be effective
for all purposes when filed in accordance with the laws regulating the creation of joint-stock associations.
(e) Sections 251(d), 251(e), 251(f), 252(d), 259 through 262 and 328 of this title shall, insofar as they are applicable,
apply to mergers or consolidations between corporations and joint-stock associations; the word "corporation" where applicable,
as used in those sections, being deemed to include joint-stock associations as defined herein. The second sentence of § 251(c)
of this title shall be applicable to any merger or consolidation under this section. Where the surviving or resulting entity
is a corporation, the personal liability, if any, of any stockholder of a joint-stock association existing at the time of
such merger or consolidation shall not thereby be extinguished, shall remain personal to such stockholder and shall not become
the liability of any subsequent transferee of any share of stock in such surviving or resulting corporation or of any other
stockholder of such surviving or resulting corporation.
(f) Nothing in this section shall be deemed to authorize the merger of a charitable nonstock corporation or charitable joint-stock
association into a stock corporation or joint-stock association if the charitable status of such nonstock corporation or joint-stock
association would be thereby lost or impaired, but a stock corporation or joint-stock association may be merged into a charitable
nonstock corporation or charitable joint-stock association which shall continue as the surviving corporation or joint-stock
association.
8 Del. C. 1953, § 254; 56 Del. Laws, c. 50; 57 Del. Laws, c. 421, § 10; 59 Del. Laws, c. 437, §§ 17, 18; 64 Del. Laws, c. 112, § 38; 66 Del. Laws, c. 136, §§ 27, 28; 66 Del. Laws, c. 352, §§ 4-6; 67 Del. Laws, c. 376, §§ 13-17; 69 Del. Laws, c. 61, § 9; 70 Del. Laws, c. 349, §§ 11, 19; 70 Del. Laws, c. 587, § 21; 71 Del. Laws, c. 120, § 14; 71 Del. Laws, c. 339, § 46; 74 Del. Laws, c. 84, § 14; 77 Del. Laws, c. 290, § 14.;
§ 255. Merger or consolidation of domestic nonstock corporations.
(a) Any 2 or more nonstock corporations of this State, whether or not organized for profit, may merge into a single corporation,
which may be any 1 of the constituent corporations, or they may consolidate into a new nonstock corporation, whether or not
organized for profit, formed by the consolidation, pursuant to an agreement of merger or consolidation, as the case may be,
complying and approved in accordance with this section.
(b) Subject to subsection (d) of this section, the governing body of each corporation which desires to merge or consolidate
shall adopt a resolution approving an agreement of merger or consolidation. The agreement shall state:
(1) The terms and conditions of the merger or consolidation;
(2) The mode of carrying the same into effect;
(3) Such other provisions or facts required or permitted by this chapter to be stated in a certificate of incorporation for
nonstock corporations as can be stated in the case of a merger or consolidation, stated in such altered form as the circumstances
of the case require;
(4) The manner, if any, of converting the memberships or membership interests of each of the constituent corporations into
memberships or membership interests of the corporation surviving or resulting from the merger or consolidation, or of cancelling
some or all of such memberships or membership interests; and
(5) Such other details or provisions as are deemed desirable.
The agreement so adopted shall be executed and acknowledged in accordance with § 103 of this title. Any of the terms of the
agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement, provided that
the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly set forth in the agreement
of merger or consolidation. The term "facts," as used in the preceding sentence, includes, but is not limited to, the occurrence
of any event, including a determination or action by any person or body, including the corporation.
(c) Subject to subsection (d) of this section, the agreement shall be submitted to the members of each constituent corporation,
at an annual or special meeting thereof for the purpose of acting on the agreement. Due notice of the time, place and purpose
of the meeting shall be mailed to each member of each such corporation who has the right to vote for the election of the members
of the governing body of the corporation and to each other member who is entitled to vote on the merger under the certificate
of incorporation or the bylaws of such corporation, at the member's address as it appears on the records of the corporation,
at least 20 days prior to the date of the meeting. The notice shall contain a copy of the agreement or a brief summary thereof.
At the meeting the agreement shall be considered and a vote, in person or by proxy, taken for the adoption or rejection of
the agreement. If the agreement is adopted by a majority of the members of each such corporation entitled to vote for the
election of the members of the governing body of the corporation and any other members entitled to vote on the merger under
the certificate of incorporation or the bylaws of such corporation, then that fact shall be certified on the agreement by
the officer of each such corporation performing the duties ordinarily performed by the secretary or assistant secretary of
a corporation, provided that such certification on the agreement shall not be required if a certificate of merger or consolidation
is filed in lieu of filing the agreement. If the agreement shall be adopted and certified by each constituent corporation
in accordance with this section, it shall be filed and shall become effective in accordance with § 103 of this title. The
provisions set forth in the last sentence of § 251(c) of this title shall apply to a merger under this section, and the reference
therein to "stockholder" shall be deemed to include "member" hereunder.
(d) Notwithstanding subsections (b) or (c) of this section, if, under the certificate of incorporation or the bylaws of any
1 or more of the constituent corporations, there shall be no members who have the right to vote for the election of the members
of the governing body of the corporation, or for the merger, other than the members of the governing body themselves, no further
action by the governing body or the members of such corporation shall be necessary if the resolution approving an agreement
of merger or consolidation has been adopted by a majority of all the members of the governing body thereof, and that fact
shall be certified on the agreement in the same manner as is provided in the case of the adoption of the agreement by the
vote of the members of a corporation, provided that such certification on the agreement shall not be required if a certificate
of merger or consolidation is filed in lieu of filing the agreement, and thereafter the same procedure shall be followed to
consummate the merger or consolidation.
(e) Section 251(d) of this title shall apply to a merger under this section; provided, however, that references to the board
of directors, to stockholders, and to shares of a constituent corporation shall be deemed to be references to the governing
body of the corporation, to members of the corporation, and to memberships or membership interests, as applicable, respectively.
(f) Section 251(e) of this title shall apply to a merger under this section.
(g) Nothing in this section shall be deemed to authorize the merger of a charitable nonstock corporation into a nonstock corporation
if such charitable nonstock corporation would thereby have its charitable status lost or impaired; but a nonstock corporation
may be merged into a charitable nonstock corporation which shall continue as the surviving corporation.
8 Del. C. 1953, § 255; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 19; 58 Del. Laws, c. 235, § 6; 59 Del. Laws, c. 437, §§ 19, 20; 64 Del. Laws, c. 112, §§ 39-41; 66 Del. Laws, c. 136, § 29; 70 Del. Laws, c. 349, § 12; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 587, § 22; 72 Del. Laws, c. 123, § 9; 74 Del. Laws, c. 84, § 15; 76 Del. Laws, c. 145, §§ 8, 9; 77 Del. Laws, c. 253, § 41.;
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting
corporation.
(a) Any 1 or more nonstock corporations of this State may merge or consolidate with 1 or more other nonstock corporations
of any other state or states of the United States, or of the District of Columbia if the laws of such other state or states
or of the District permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction. The constituent
corporations may merge into a single corporation, which may be any 1 of the constituent corporations, or they may consolidate
into a new nonstock corporation formed by the consolidation, which may be a corporation of the state of incorporation of any
1 of the constituent corporations, pursuant to an agreement of merger or consolidation, as the case may be, complying and
approved in accordance with this section. In addition, any 1 or more nonstock corporations organized under the laws of any
jurisdiction other than 1 of the United States may merge or consolidate with 1 or more nonstock corporations of this State
if the surviving or resulting corporation will be a corporation of this State, and if the laws under which the other corporation
or corporations are formed permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction.
(b) All the constituent corporations shall enter into an agreement of merger or consolidation. The agreement shall state:
(1) The terms and conditions of the merger or consolidation;
(2) The mode of carrying the same into effect;
(3) The manner, if any, of converting the memberships or membership interests of each of the constituent corporations into
memberships or membership interests of the corporation surviving or resulting from such merger or consolidation or of cancelling
some or all of such memberships or membership interests;
(4) Such other details and provisions as shall be deemed desirable; and
(5) Such other provisions or facts as shall then be required to be stated in a certificate of incorporation by the laws of
the state which are stated in the agreement to be the laws that shall govern the surviving or resulting corporation and that
can be stated in the case of a merger or consolidation.
Any of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such
agreement, provided that the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly
set forth in the agreement of merger or consolidation. The term "facts," as used in the preceding sentence, includes, but
is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(c) The agreement shall be adopted, approved, certified, executed and acknowledged by each of the constituent corporations
in accordance with the laws under which it is formed and, in the case of a Delaware corporation, in the same manner as is
provided in § 255 of this title. The agreement shall be filed and shall become effective for all purposes of the laws of this
State when and as provided in § 255 of this title with respect to the merger of nonstock corporations of this State. Insofar
as they may be applicable, the provisions set forth in the last sentence of subsection (c) of § 252 of this title shall apply
to a merger under this section, and the reference therein to "stockholder" shall be deemed to include "member" hereunder.
(d) If the corporation surviving or resulting from the merger or consolidation is to be governed by the laws of any state
other than this State, it shall agree that it may be served with process in this State in any proceeding for enforcement of
any obligation of any constituent corporation of this State, as well as for enforcement of any obligation of the surviving
or resulting corporation arising from the merger or consolidation and shall irrevocably appoint the Secretary of State as
its agent to accept service of process in any suit or other proceedings and shall specify the address to which a copy of such
process shall be mailed by the Secretary of State. Process may be served upon the Secretary of State under this subsection
by means of electronic transmission but only as prescribed by the Secretary of State. The Secretary of State is authorized
to issue such rules and regulations with respect to such service as the Secretary of State deems necessary or appropriate.
In the event of such service upon the Secretary of State in accordance with this subsection, the Secretary of State shall
forthwith notify such surviving or resulting corporation thereof by letter, directed to such corporation at its address so
specified, unless such surviving or resulting corporation shall have designated in writing to the Secretary of State a different
address for such purpose, in which case it shall be mailed to the last address so designated. Such letter shall be sent by
a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced
by the signature of the recipient. Such letter shall enclose a copy of the process and any other papers served upon the Secretary
of State. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate,
to notify the Secretary of State that service is being made pursuant to this subsection, and to pay the Secretary of State
the sum of $50 for the use of the State, which sum shall be taxed as a part of the costs in the proceeding if the plaintiff
shall prevail therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth the
name of the plaintiff and defendant, the title, docket number and nature of the proceeding in which process has been served
upon the Secretary of State, the fact that service has been effected pursuant to this subsection, the return date thereof,
and the day and hour when the service was made. The Secretary of State shall not be required to retain such information for
a period longer than 5 years from receipt of the service of process.
(e) Subsection (e) of § 251 of this title shall apply to a merger under this section if the corporation surviving the merger
is a corporation of this State.
(f) Section 251(d) of this title shall apply to a merger under this section; provided, however, that references to the board
of directors, to stockholders, and to shares of a constituent corporation shall be deemed to be references to the governing
body of the corporation, to members of the corporation, and to memberships or membership interests, as applicable, respectively.
(g) Nothing in this section shall be deemed to authorize the merger of a charitable nonstock corporation into a nonstock corporation,
if the charitable status of such
Subchapter IX. Merger, Consolidation or Conversion
§ 251. Merger or consolidation of domestic corporations.
(a) Any 2 or more corporations existing under the laws of this State may merge into a single corporation, which may be any
1 of the constituent corporations or may consolidate into a new corporation formed by the consolidation, pursuant to an agreement
of merger or consolidation, as the case may be, complying and approved in accordance with this section.
(b) The board of directors of each corporation which desires to merge or consolidate shall adopt a resolution approving an
agreement of merger or consolidation and declaring its advisability. The agreement shall state: (1) The terms and conditions
of the merger or consolidation; (2) the mode of carrying the same into effect; (3) in the case of a merger, such amendments
or changes in the certificate of incorporation of the surviving corporation as are desired to be effected by the merger (which
amendments or changes may amend and restate the certificate of incorporation of the surviving corporation in its entirety),
or, if no such amendments or changes are desired, a statement that the certificate of incorporation of the surviving corporation
shall be its certificate of incorporation; (4) in the case of a consolidation, that the certificate of incorporation of the
resulting corporation shall be as is set forth in an attachment to the agreement; (5) the manner, if any, of converting the
shares of each of the constituent corporations into shares or other securities of the corporation surviving or resulting from
the merger or consolidation, or of cancelling some or all of such shares, and, if any shares of any of the constituent corporations
are not to remain outstanding, to be converted solely into shares or other securities of the surviving or resulting corporation
or to be cancelled, the cash, property, rights or securities of any other corporation or entity which the holders of such
shares are to receive in exchange for, or upon conversion of such shares and the surrender of any certificates evidencing
them, which cash, property, rights or securities of any other corporation or entity may be in addition to or in lieu of shares
or other securities of the surviving or resulting corporation; and (6) such other details or provisions as are deemed desirable,
including, without limiting the generality of the foregoing, a provision for the payment of cash in lieu of the issuance or
recognition of fractional shares, interests or rights, or for any other arrangement with respect thereto, consistent with
§ 155 of this title. The agreement so adopted shall be executed and acknowledged in accordance with § 103 of this title. Any
of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement,
provided that the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly set forth
in the agreement of merger or consolidation. The term "facts," as used in the preceding sentence, includes, but is not limited
to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(c) The agreement required by subsection (b) of this section shall be submitted to the stockholders of each constituent corporation
at an annual or special meeting for the purpose of acting on the agreement. Due notice of the time, place and purpose of the
meeting shall be mailed to each holder of stock, whether voting or nonvoting, of the corporation at the stockholder's address
as it appears on the records of the corporation, at least 20 days prior to the date of the meeting. The notice shall contain
a copy of the agreement or a brief summary thereof. At the meeting, the agreement shall be considered and a vote taken for
its adoption or rejection. If a majority of the outstanding stock of the corporation entitled to vote thereon shall be voted
for the adoption of the agreement, that fact shall be certified on the agreement by the secretary or assistant secretary of
the corporation, provided that such certification on the agreement shall not be required if a certificate of merger or consolidation
is filed in lieu of filing the agreement. If the agreement shall be so adopted and certified by each constituent corporation,
it shall then be filed and shall become effective, in accordance with § 103 of this title. In lieu of filing the agreement
of merger or consolidation required by this section, the surviving or resulting corporation may file a certificate of merger
or consolidation, executed in accordance with § 103 of this title, which states:
(1) The name and state of incorporation of each of the constituent corporations;
(2) That an agreement of merger or consolidation has been approved, adopted, executed and acknowledged by each of the constituent
corporations in accordance with this section;
(3) The name of the surviving or resulting corporation;
(4) In the case of a merger, such amendments or changes in the certificate of incorporation of the surviving corporation as
are desired to be effected by the merger (which amendments or changes may amend and restate the certificate of incorporation
of the surviving corporation in its entirety), or, if no such amendments or changes are desired, a statement that the certificate
of incorporation of the surviving corporation shall be its certificate of incorporation;
(5) In the case of a consolidation, that the certificate of incorporation of the resulting corporation shall be as set forth
in an attachment to the certificate;
(6) That the executed agreement of consolidation or merger is on file at an office of the surviving corporation, stating the
address thereof; and
(7) That a copy of the agreement of consolidation or merger will be furnished by the surviving corporation, on request and
without cost, to any stockholder of any constituent corporation.
(d) Any agreement of merger or consolidation may contain a provision that at any time prior to the time that the agreement
(or a certificate in lieu thereof) filed with the Secretary of State becomes effective in accordance with § 103 of this title,
the agreement may be terminated by the board of directors of any constituent corporation notwithstanding approval of the agreement
by the stockholders of all or any of the constituent corporations; in the event the agreement of merger or consolidation is
terminated after the filing of the agreement (or a certificate in lieu thereof) with the Secretary of State but before the
agreement (or a certificate in lieu thereof) has become effective, a certificate of termination or merger or consolidation
shall be filed in accordance with § 103 of this title. Any agreement of merger or consolidation may contain a provision that
the boards of directors of the constituent corporations may amend the agreement at any time prior to the time that the agreement
(or a certificate in lieu thereof) filed with the Secretary of State becomes effective in accordance with § 103 of this title,
provided that an amendment made subsequent to the adoption of the agreement by the stockholders of any constituent corporation
shall not (1) alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange
for or on conversion of all or any of the shares of any class or series thereof of such constituent corporation, (2) alter
or change any term of the certificate of incorporation of the surviving corporation to be effected by the merger or consolidation,
or (3) alter or change any of the terms and conditions of the agreement if such alteration or change would adversely affect
the holders of any class or series thereof of such constituent corporation; in the event the agreement of merger or consolidation
is amended after the filing thereof with the Secretary of State but before the agreement has become effective, a certificate
of amendment of merger or consolidation shall be filed in accordance with § 103 of this title.
(e) In the case of a merger, the certificate of incorporation of the surviving corporation shall automatically be amended
to the extent, if any, that changes in the certificate of incorporation are set forth in the agreement of merger.
(f) Notwithstanding the requirements of subsection (c) of this section, unless required by its certificate of incorporation,
no vote of stockholders of a constituent corporation surviving a merger shall be necessary to authorize a merger if (1) the
agreement of merger does not amend in any respect the certificate of incorporation of such constituent corporation, (2) each
share of stock of such constituent corporation outstanding immediately prior to the effective date of the merger is to be
an identical outstanding or treasury share of the surviving corporation after the effective date of the merger, and (3) either
no shares of common stock of the surviving corporation and no shares, securities or obligations convertible into such stock
are to be issued or delivered under the plan of merger, or the authorized unissued shares or the treasury shares of common
stock of the surviving corporation to be issued or delivered under the plan of merger plus those initially issuable upon conversion
of any other shares, securities or obligations to be issued or delivered under such plan do not exceed 20% of the shares of
common stock of such constituent corporation outstanding immediately prior to the effective date of the merger. No vote of
stockholders of a constituent corporation shall be necessary to authorize a merger or consolidation if no shares of the stock
of such corporation shall have been issued prior to the adoption by the board of directors of the resolution approving the
agreement of merger or consolidation. If an agreement of merger is adopted by the constituent corporation surviving the merger,
by action of its board of directors and without any vote of its stockholders pursuant to this subsection, the secretary or
assistant secretary of that corporation shall certify on the agreement that the agreement has been adopted pursuant to this
subsection and, (1) if it has been adopted pursuant to the first sentence of this subsection, that the conditions specified
in that sentence have been satisfied, or (2) if it has been adopted pursuant to the second sentence of this subsection, that
no shares of stock of such corporation were issued prior to the adoption by the board of directors of the resolution approving
the agreement of merger or consolidation, provided that such certification on the agreement shall not be required if a certificate
of merger or consolidation is filed in lieu of filing the agreement. The agreement so adopted and certified shall then be
filed and shall become effective, in accordance with § 103 of this title. Such filing shall constitute a representation by
the person who executes the agreement that the facts stated in the certificate remain true immediately prior to such filing.
(g) Notwithstanding the requirements of subsection (c) of this section, unless expressly required by its certificate of incorporation,
no vote of stockholders of a constituent corporation shall be necessary to authorize a merger with or into a single direct
or indirect wholly-owned subsidiary of such constituent corporation if: (1) such constituent corporation and the direct or
indirect wholly-owned subsidiary of such constituent corporation are the only constituent entities to the merger; (2) each
share or fraction of a share of the capital stock of the constituent corporation outstanding immediately prior to the effective
time of the merger is converted in the merger into a share or equal fraction of share of capital stock of a holding company
having the same designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof,
as the share of stock of the constituent corporation being converted in the merger; (3) the holding company and the constituent
corporation are corporations of this State and the direct or indirect wholly-owned subsidiary that is the other constituent
entity to the merger is a corporation or limited liability company of this State; (4) the certificate of incorporation and
by-laws of the holding company immediately following the effective time of the merger contain provisions identical to the
certificate of incorporation and by-laws of the constituent corporation immediately prior to the effective time of the merger
(other than provisions, if any, regarding the incorporator or incorporators, the corporate name, the registered office and
agent, the initial board of directors and the initial subscribers for shares and such provisions contained in any amendment
to the certificate of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination
or cancellation of stock, if such change, exchange, reclassification, subdivision, combination, or cancellation has become
effective); (5) as a result of the merger the constituent corporation or its successor becomes or remains a direct or indirect
wholly-owned subsidiary of the holding company; (6) the directors of the constituent corporation become or remain the directors
of the holding company upon the effective time of the merger; (7) the organizational documents of the surviving entity immediately
following the effective time of the merger contain provisions identical to the certificate of incorporation of the constituent
corporation immediately prior to the effective time of the merger (other than provisions, if any, regarding the incorporator
or incorporators, the corporate or entity name, the registered office and agent, the initial board of directors and the initial
subscribers for shares, references to members rather than stockholders or shareholders, references to interests, units or
the like rather than stock or shares, references to managers, managing members or other members of the governing body rather
than directors and such provisions contained in any amendment to the certificate of incorporation as were necessary to effect
a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification,
subdivision, combination or cancellation has become effective); provided, however, that (i) if the organizational documents
of the surviving entity do not contain the following provisions, they shall be amended in the merger to contain provisions
requiring that (A) any act or transaction by or involving the surviving entity, other than the election or removal of directors
or managers, managing members or other members of the governing body of the surviving entity, that requires for its adoption
under this chapter or its organizational documents the approval of the stockholders or members of the surviving entity shall,
by specific reference to this subsection, require, in addition, the approval of the stockholders of the holding company (or
any successor by merger), by the same vote as is required by this chapter and/or by the organizational documents of the surviving
entity; provided, however, that for purposes of this clause (i)(A), any surviving entity that is not a corporation shall include
in such amendment a requirement that the approval of the stockholders of the holding company be obtained for any act or transaction
by or involving the surviving entity, other than the election or removal of directors or managers, managing members or other
members of the governing body of the surviving entity, which would require the approval of the stockholders of the surviving
entity if the surviving entity were a corporation subject to this chapter; (B) any amendment of the organizational documents
of a surviving entity that is not a corporation, which amendment would, if adopted by a corporation subject to this chapter,
be required to be included in the certificate of incorporation of such corporation, shall, by specific reference to this subsection,
require, in addition, the approval of the stockholders of the holding company (or any successor by merger), by the same vote
as is required by this chapter and/or by the organizational documents of the surviving entity; and (C) the business and affairs
of a surviving entity that is not a corporation shall be managed by or under the direction of a board of directors, board
of managers or other governing body consisting of individuals who are subject to the same fiduciary duties applicable to,
and who are liable for breach of such duties to the same extent as, directors of a corporation subject to this chapter; and
(ii) the organizational documents of the surviving entity may be amended in the merger (A) to reduce the number of classes
and shares of capital stock or other equity interests or units that the surviving entity is authorized to issue and (B) to
eliminate any provision authorized by subsection (d) of § 141 of this title; and (8) the stockholders of the constituent corporation
do not recognize gain or loss for United States federal income tax purposes as determined by the board of directors of the
constituent corporation. Neither paragraph (g)(7)(i) of this section nor any provision of a surviving entity's organizational
documents required by paragraph (g)(7)(i) of this section shall be deemed or construed to require approval of the stockholders
of the holding company to elect or remove directors or managers, managing members or other members of the governing body of
the surviving entity. The term "organizational documents", as used in paragraph (g)(7) of this section and in the preceding
sentence, shall, when used in reference to a corporation, mean the certificate of incorporation of such corporation, and when
used in reference to a limited liability company, mean the limited liability company agreement of such limited liability company.
As used in this subsection only, the term "holding company" means a corporation which, from its incorporation until consummation
of a merger governed by this subsection, was at all times a direct or indirect wholly-owned subsidiary of the constituent
corporation and whose capital stock is issued in such merger. From and after the effective time of a merger adopted by a constituent
corporation by action of its board of directors and without any vote of stockholders pursuant to this subsection: (i) to the
extent the restrictions of § 203 of this title applied to the constituent corporation and its stockholders at the effective
time of the merger, such restrictions shall apply to the holding company and its stockholders immediately after the effective
time of the merger as though it were the constituent corporation, and all shares of stock of the holding company acquired
in the merger shall for purposes of § 203 of this title be deemed to have been acquired at the time that the shares of stock
of the constituent corporation converted in the merger were acquired, and provided further that any stockholder who immediately
prior to the effective time of the merger was not an interested stockholder within the meaning of § 203 of this title shall
not solely by reason of the merger become an interested stockholder of the holding company, (ii) if the corporate name of
the holding company immediately following the effective time of the merger is the same as the corporate name of the constituent
corporation immediately prior to the effective time of the merger, the shares of capital stock of the holding company into
which the shares of capital stock of the constituent corporation are converted in the merger shall be represented by the stock
certificates that previously represented shares of capital stock of the constituent corporation and (iii) to the extent a
stockholder of the constituent corporation immediately prior to the merger had standing to institute or maintain derivative
litigation on behalf of the constituent corporation, nothing in this section shall be deemed to limit or extinguish such standing.
If an agreement of merger is adopted by a constituent corporation by action of its board of directors and without any vote
of stockholders pursuant to this subsection, the secretary or assistant secretary of the constituent corporation shall certify
on the agreement that the agreement has been adopted pursuant to this subsection and that the conditions specified in the
first sentence of this subsection have been satisfied, provided that such certification on the agreement shall not be required
if a certificate of merger or consolidation is filed in lieu of filing the agreement. The agreement so adopted and certified
shall then be filed and become effective, in accordance with § 103 of this title. Such filing shall constitute a representation
by the person who executes the agreement that the facts stated in the certificate remain true immediately prior to such filing.
8 Del. C. 1953, § 251; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 16; 57 Del. Laws, c. 148, § 22; 57 Del. Laws, c. 421, §§ 8, 9; 58 Del. Laws, c. 235, § 5; 59 Del. Laws, c. 437, §§ 12-14; 64 Del. Laws, c. 112, §§ 30-33; 66 Del. Laws, c. 136, §§ 17-23; 67 Del. Laws, c. 376, §§ 11, 12; 68 Del. Laws, c. 337, § 1; 69 Del. Laws, c. 235, § 5; 70 Del. Laws, c. 79, §§ 13-15; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 349, §§ 8, 17; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 587, §§ 17, 18; 71 Del. Laws, c. 339, §§ 43, 44; 72 Del. Laws, c. 123, § 7; 73 Del. Laws, c. 82, §§ 14-20; 74 Del. Laws, c. 84, §§ 10, 11; 75 Del. Laws, c. 30, § 3; 76 Del. Laws, c. 145, §§ 4-7; 77 Del. Laws, c. 290, §§ 8-10.;
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation.
(a) Any 1 or more corporations of this State may merge or consolidate with 1 or more other corporations of any other state
or states of the United States, or of the District of Columbia if the laws of the other state or states, or of the District
permit a corporation of such jurisdiction to merge or consolidate with a corporation of another jurisdiction. The constituent
corporations may merge into a single corporation, which may be any 1 of the constituent corporations, or they may consolidate
into a new corporation formed by the consolidation, which may be a corporation of the state of incorporation of any 1 of the
constituent corporations, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved
in accordance with this section. In addition, any 1 or more corporations existing under the laws of this State may merge or
consolidate with 1 or more corporations organized under the laws of any jurisdiction other than 1 of the United States if
the laws under which the other corporation or corporations are organized permit a corporation of such jurisdiction to merge
or consolidate with a corporation of another jurisdiction.
(b) All the constituent corporations shall enter into an agreement of merger or consolidation. The agreement shall state:
(1) The terms and conditions of the merger or consolidation; (2) the mode of carrying the same into effect; (3) the manner,
if any, of converting the shares of each of the constituent corporations into shares or other securities of the corporation
surviving or resulting from the merger or consolidation, or of cancelling some or all of such shares, and, if any shares of
any of the constituent corporations are not to remain outstanding, to be converted solely into shares or other securities
of the surviving or resulting corporation or to be cancelled, the cash, property, rights or securities of any other corporation
or entity which the holders of such shares are to receive in exchange for, or upon conversion of, such shares and the surrender
of any certificates evidencing them, which cash, property, rights or securities of any other corporation or entity may be
in addition to or in lieu of the shares or other securities of the surviving or resulting corporation; (4) such other details
or provisions as are deemed desirable, including, without limiting the generality of the foregoing, a provision for the payment
of cash in lieu of the issuance or recognition of fractional shares of the surviving or resulting corporation or of any other
corporation the securities of which are to be received in the merger or consolidation, or for some other arrangement with
respect thereto consistent with § 155 of this title; and (5) such other provisions or facts as shall be required to be set
forth in certificates of incorporation by the laws of the state which are stated in the agreement to be the laws that shall
govern the surviving or resulting corporation and that can be stated in the case of a merger or consolidation. Any of the
terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement,
provided that the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly set forth
in the agreement of merger or consolidation. The term "facts," as used in the preceding sentence, includes, but is not limited
to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(c) The agreement shall be adopted, approved, certified, executed and acknowledged by each of the constituent corporations
in accordance with the laws under which it is formed, and, in the case of a Delaware corporation, in the same manner as is
provided in § 251 of this title. The agreement shall be filed and shall become effective for all purposes of the laws of this
State when and as provided in § 251 of this title with respect to the merger or consolidation of corporations of this State.
In lieu of filing the agreement of merger or consolidation, the surviving or resulting corporation may file a certificate
of merger or consolidation, executed in accordance with § 103 of this title, which states:
(1) The name and state or jurisdiction of incorporation of each of the constituent corporations;
(2) That an agreement of merger or consolidation has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with this subsection;
(3) The name of the surviving or resulting corporation;
(4) In the case of a merger, such amendments or changes in the certificate of incorporation of the surviving corporation as
are desired to be effected by the merger (which amendments or changes may amend and restate the certificate of incorporation
of the surviving corporation in its entirety), or, if no such amendments or changes are desired, a statement that the certificate
of incorporation of the surviving corporation shall be its certificate of incorporation;
(5) In the case of a consolidation, that the certificate of incorporation of the resulting corporation shall be as is set
forth in an attachment to the certificate;
(6) That the executed agreement of consolidation or merger is on file at an office of the surviving corporation and the address
thereof;
(7) That a copy of the agreement of consolidation or merger will be furnished by the surviving corporation, on request and
without cost, to any stockholder of any constituent corporation;
(8) If the corporation surviving or resulting from the merger or consolidation is to be a corporation of this State, the authorized
capital stock of each constituent corporation which is not a corporation of this State; and
(9) The agreement, if any, required by subsection (d) of this section.
(d) If the corporation surviving or resulting from the merger or consolidation is to be governed by the laws of the District
of Columbia or any state or jurisdiction other than this State, it shall agree that it may be served with process in this
State in any proceeding for enforcement of any obligation of any constituent corporation of this State, as well as for enforcement
of any obligation of the surviving or resulting corporation arising from the merger or consolidation, including any suit or
other proceeding to enforce the right of any stockholders as determined in appraisal proceedings pursuant to § 262 of this
title, and shall irrevocably appoint the Secretary of State as its agent to accept service of process in any such suit or
other proceedings and shall specify the address to which a copy of such process shall be mailed by the Secretary of State.
Process may be served upon the Secretary of State under this subsection by means of electronic transmission but only as prescribed
by the Secretary of State. The Secretary of State is authorized to issue such rules and regulations with respect to such service
as the Secretary of State deems necessary or appropriate. In the event of such service upon the Secretary of State in accordance
with this subsection, the Secretary of State shall forthwith notify such surviving or resulting corporation thereof by letter,
directed to such surviving or resulting corporation at its address so specified, unless such surviving or resulting corporation
shall have designated in writing to the Secretary of State a different address for such purpose, in which case it shall be
mailed to the last address so designated. Such letter shall be sent by a mail or courier service that includes a record of
mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient. Such letter shall
enclose a copy of the process and any other papers served on the Secretary of State pursuant to this subsection. It shall
be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the
Secretary of State that service is being effected pursuant to this subsection and to pay the Secretary of State the sum of
$50 for the use of the State, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail
therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff
and the defendant, the title, docket number and nature of the proceeding in which process has been served, the fact that service
has been effected pursuant to this subsection, the return date thereof, and the day and hour service was made. The Secretary
of State shall not be required to retain such information longer than 5 years from receipt of the service of process.
(e) Subsection (d) and the second sentence of subsection (c) of § 251 of this title shall apply to any merger or consolidation
under this section; subsection (e) of § 251 of this title shall apply to a merger under this section in which the surviving
corporation is a corporation of this State; subsection (f) of § 251 of this title shall apply to any merger under this section.
8 Del. C. 1953, § 252; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 17; 57 Del. Laws, c. 148, § 23; 59 Del. Laws, c. 437, §§ 15, 16; 64 Del. Laws, c. 112, §§ 34, 35; 66 Del. Laws, c. 136, §§ 24, 25; 67 Del. Laws, c. 190, § 4; 68 Del. Laws, c. 337, § 2; 69 Del. Laws, c. 61, §§ 4-6; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 349, §§ 9, 18; 70 Del. Laws, c. 587, § 19; 71 Del. Laws, c. 339, § 45; 74 Del. Laws, c. 84, § 12; 77 Del. Laws, c. 290, §§ 11, 12.;
§ 253. Merger of parent corporation and subsidiary or subsidiaries.
(a) In any case in which at least 90% of the outstanding shares of each class of the stock of a corporation or corporations
(other than a corporation which has in its certificate of incorporation the provision required by § 251(g)(7)(i) of this title),
of which class there are outstanding shares that, absent this subsection, would be entitled to vote on such merger, is owned
by another corporation and 1 of the corporations is a corporation of this State and the other or others are corporations of
this State, or any other state or states, or the District of Columbia and the laws of the other state or states, or the District
permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction, the corporation having such
stock ownership may either merge the other corporation or corporations into itself and assume all of its or their obligations,
or merge itself, or itself and 1 or more of such other corporations, into 1 of the other corporations by executing, acknowledging
and filing, in accordance with § 103 of this title, a certificate of such ownership and merger setting forth a copy of the
resolution of its board of directors to so merge and the date of the adoption; provided, however, that in case the parent
corporation shall not own all the outstanding stock of all the subsidiary corporations, parties to a merger as aforesaid,
the resolution of the board of directors of the parent corporation shall state the terms and conditions of the merger, including
the securities, cash, property, or rights to be issued, paid, delivered or granted by the surviving corporation upon surrender
of each share of the subsidiary corporation or corporations not owned by the parent corporation, or the cancellation of some
or all of such shares. Any of the terms of the resolution of the board of directors to so merge may be made dependent upon
facts ascertainable outside of such resolution, provided that the manner in which such facts shall operate upon the terms
of the resolution is clearly and expressly set forth in the resolution. The term "facts," as used in the preceding sentence,
includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including
the corporation. If the parent corporation be not the surviving corporation, the resolution shall include provision for the
pro rata issuance of stock of the surviving corporation to the holders of the stock of the parent corporation on surrender
of any certificates therefor, and the certificate of ownership and merger shall state that the proposed merger has been approved
by a majority of the outstanding stock of the parent corporation entitled to vote thereon at a meeting duly called and held
after 20 days' notice of the purpose of the meeting mailed to each such stockholder at the stockholder's address as it appears
on the records of the corporation if the parent corporation is a corporation of this State or state that the proposed merger
has been adopted, approved, certified, executed and acknowledged by the parent corporation in accordance with the laws under
which it is organized if the parent corporation is not a corporation of this State. If the surviving corporation exists under
the laws of the District of Columbia or any state or jurisdiction other than this State,
(1) Section 252(d) of this title or ( 258(c) of this title, as applicable, shall also apply to a merger under this section;
and
(2) The terms and conditions of the merger shall obligate the surviving corporation to provide the agreement, and take the
actions, required by § 252(d) of this title or § 258(c) of this title, as applicable.
(b) If the surviving corporation is a Delaware corporation, it may change its corporate name by the inclusion of a provision
to that effect in the resolution of merger adopted by the directors of the parent corporation and set forth in the certificate
of ownership and merger, and upon the effective date of the merger, the name of the corporation shall be so changed.
(c) Subsection (d) of § 251 of this title shall apply to a merger under this section, and subsection (e) of § 251 of this
title shall apply to a merger under this section in which the surviving corporation is the subsidiary corporation and is a
corporation of this State. References to "agreement of merger" in subsections (d) and (e) of § 251 of this title shall mean
for purposes of this subsection the resolution of merger adopted by the board of directors of the parent corporation. Any
merger which effects any changes other than those authorized by this section or made applicable by this subsection shall be
accomplished under § 251, § 252, § 257, or § 258 of this title. Section 262 of this title shall not apply to any merger effected
under this section, except as provided in subsection (d) of this section.
(d) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under this section is not
owned by the parent corporation immediately prior to the merger, the stockholders of the subsidiary Delaware corporation party
to the merger shall have appraisal rights as set forth in § 262 of this title.
(e) A merger may be effected under this section although 1 or more of the corporations parties to the merger is a corporation
organized under the laws of a jurisdiction other than 1 of the United States; provided that the laws of such jurisdiction
permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction.
(f) This section shall apply to nonstock corporations if the parent corporation is such a corporation and is the surviving
corporation of the merger; provided, however, that references to the directors of the parent corporation shall be deemed to
be references to members of the governing body of the parent corporation, and references to the board of directors of the
parent corporation shall be deemed to be references to the governing body of the parent corporation.
(g) Nothing in this section shall be deemed to authorize the merger of a corporation with a charitable nonstock corporation,
if the charitable status of such charitable nonstock corporation would thereby be lost or impaired.
8 Del. C. 1953, § 253; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 18; 57 Del. Laws, c. 148, § 24; 59 Del. Laws, c. 106, §§ 10, 11; 60 Del. Laws, c. 371, § 2; 63 Del. Laws, c. 25, § 13; 64 Del. Laws, c. 112, §§ 36, 37; 66 Del. Laws, c. 136, § 26; 69 Del. Laws, c. 61, §§ 7, 8; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 299, § 1; 70 Del. Laws, c. 349, § 10; 70 Del. Laws, c. 587, § 20; 72 Del. Laws, c. 123, § 8; 74 Del. Laws, c. 84, § 13; 77 Del. Laws, c. 253, §§ 38-40; 77 Del. Laws, c. 290, § 13.;
§ 254. Merger or consolidation of domestic corporation and joint-stock or other association.
(a) The term "joint-stock association" as used in this section, includes any association of the kind commonly known as a joint-stock
association or joint-stock company and any unincorporated association, trust or enterprise having members or having outstanding
shares of stock or other evidences of financial or beneficial interest therein, whether formed by agreement or under statutory
authority or otherwise, but does not include a corporation, partnership or limited liability company. The term "stockholder"
as used in this section, includes every member of such joint-stock association or holder of a share of stock or other evidence
of financial or beneficial interest therein.
(b) Any 1 or more corporations of this State may merge or consolidate with 1 or more joint-stock associations, except a joint-stock
association formed under the laws of a state which forbids such merger or consolidation. Such corporation or corporations
and such 1 or more joint-stock associations may merge into a single corporation, or joint-stock association, which may be
any one of such corporations or joint-stock associations, or they may consolidate into a new corporation or joint-stock association
of this State, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance
with this section. The surviving or resulting entity may be organized for profit or not organized for profit, and if the
surviving or resulting entity is a corporation, it may be a stock corporation or a nonstock corporation.
(c) Each such corporation and joint-stock association shall enter into a written agreement of merger or consolidation. The
agreement shall state: (1) The terms and conditions of the merger or consolidation; (2) the mode of carrying the same into
effect; (3) the manner, if any, of converting the shares of stock of each stock corporation, the interest of members of each
nonstock corporation, and the shares, membership or financial or beneficial interests in each of the joint-stock associations
into shares or other securities of a stock corporation or membership interests of a nonstock corporation or into shares, memberships
or financial or beneficial interests of the joint-stock association surviving or resulting from such merger or consolidation,
or of cancelling some or all of such shares, memberships or financial or beneficial interests, and, if any shares of any such
stock corporation, any membership interests of any such nonstock corporation or any shares, memberships or financial or beneficial
interests in any such joint-stock association are not to remain outstanding, to be converted solely into shares or other securities
of the stock corporation or membership interests of the nonstock corporation or into shares, memberships or financial or beneficial
interests of the joint-stock association surviving or resulting from such merger or consolidation or to be cancelled, the
cash, property, rights or securities of any other corporation or entity which the holders of shares of any such stock corporation,
membership interests of any such nonstock corporation, or shares, memberships or financial or beneficial interests of any
such joint-stock association are to receive in exchange for, or upon conversion of such shares, membership interests or shares,
memberships or financial or beneficial interests, and the surrender of any certificates evidencing them, which cash, property,
rights or securities of any other corporation or entity may be in addition to or in lieu of shares or other securities of
the stock corporation or membership interests of the nonstock corporation or shares, memberships or financial or beneficial
interests of the joint-stock association surviving or resulting from such merger or consolidation; and (4) such other details
or provisions as are deemed desirable, including, without limiting the generality of the foregoing, a provision for the payment
of cash in lieu of the issuance of fractional shares where the surviving or resulting entity is a corporation. There shall
also be set forth in the agreement such other matters or provisions as shall then be required to be set forth in certificates
of incorporation or documents required to establish and maintain a joint-stock association by the laws of this State and that
can be stated in the case of such merger or consolidation. Any of the terms of the agreement of merger or consolidation may
be made dependent upon facts ascertainable outside of such agreement, provided that the manner in which such facts shall operate
upon the terms of the agreement is clearly and expressly set forth in the agreement of merger or consolidation. The term "facts,"
as used in the preceding sentence, includes, but is not limited to, the occurrence of any event, including a determination
or action by any person or body, including the corporation.
(d) The agreement required by subsection (c) of this section shall be adopted, approved, certified, executed and acknowledged
by each of the stock or nonstock corporations in the same manner as is provided in § 251 or § 255 of this title, respectively,
and in the case of the joint-stock associations in accordance with their articles of association or other instrument containing
the provisions by which they are organized or regulated or in accordance with the laws of the state under which they are formed,
as the case may be. Where the surviving or resulting entity is a corporation, the agreement shall be filed and shall become
effective for all purposes of the laws of this State when and as provided in § 251 of this title with respect to the merger
or consolidation of corporations of this State. In lieu of filing the agreement of merger or consolidation, where the surviving
or resulting entity is a corporation it may file a certificate of merger or consolidation, executed in accordance with § 103
of this title, which states:
(1) The name and state of domicile of each of the constituent entities;
(2) That an agreement of merger or consolidation has been approved, adopted, certified, executed and acknowledged by each
of the constituent entities in accordance with this subsection;
(3) The name of the surviving or resulting corporation;
(4) In the case of a merger, such amendments or changes in the certificate of incorporation of the surviving corporation as
are desired to be effected by the merger (which amendments or changes may amend and restate the certificate of incorporation
of the surviving corporation in its entirety), or, if no such amendments or changes are desired, a statement that the certificate
of incorporation of the surviving corporation shall be its certificate of incorporation;
(5) In the case of a consolidation, that the certificate of incorporation of the resulting corporation shall be as is set
forth in an attachment to the certificate;
(6) That the executed agreement of consolidation or merger is on file at an office of the surviving corporation and the address
thereof; and
(7) That a copy of the agreement of consolidation or merger will be furnished by the surviving corporation, on request and
without cost, to any stockholder of any constituent entity.
Where the surviving or resulting entity is a joint-stock association, the agreement shall be filed and shall be effective
for all purposes when filed in accordance with the laws regulating the creation of joint-stock associations.
(e) Sections 251(d), 251(e), 251(f), 252(d), 259 through 262 and 328 of this title shall, insofar as they are applicable,
apply to mergers or consolidations between corporations and joint-stock associations; the word "corporation" where applicable,
as used in those sections, being deemed to include joint-stock associations as defined herein. The second sentence of § 251(c)
of this title shall be applicable to any merger or consolidation under this section. Where the surviving or resulting entity
is a corporation, the personal liability, if any, of any stockholder of a joint-stock association existing at the time of
such merger or consolidation shall not thereby be extinguished, shall remain personal to such stockholder and shall not become
the liability of any subsequent transferee of any share of stock in such surviving or resulting corporation or of any other
stockholder of such surviving or resulting corporation.
(f) Nothing in this section shall be deemed to authorize the merger of a charitable nonstock corporation or charitable joint-stock
association into a stock corporation or joint-stock association if the charitable status of such nonstock corporation or joint-stock
association would be thereby lost or impaired, but a stock corporation or joint-stock association may be merged into a charitable
nonstock corporation or charitable joint-stock association which shall continue as the surviving corporation or joint-stock
association.
8 Del. C. 1953, § 254; 56 Del. Laws, c. 50; 57 Del. Laws, c. 421, § 10; 59 Del. Laws, c. 437, §§ 17, 18; 64 Del. Laws, c. 112, § 38; 66 Del. Laws, c. 136, §§ 27, 28; 66 Del. Laws, c. 352, §§ 4-6; 67 Del. Laws, c. 376, §§ 13-17; 69 Del. Laws, c. 61, § 9; 70 Del. Laws, c. 349, §§ 11, 19; 70 Del. Laws, c. 587, § 21; 71 Del. Laws, c. 120, § 14; 71 Del. Laws, c. 339, § 46; 74 Del. Laws, c. 84, § 14; 77 Del. Laws, c. 290, § 14.;
§ 255. Merger or consolidation of domestic nonstock corporations.
(a) Any 2 or more nonstock corporations of this State, whether or not organized for profit, may merge into a single corporation,
which may be any 1 of the constituent corporations, or they may consolidate into a new nonstock corporation, whether or not
organized for profit, formed by the consolidation, pursuant to an agreement of merger or consolidation, as the case may be,
complying and approved in accordance with this section.
(b) Subject to subsection (d) of this section, the governing body of each corporation which desires to merge or consolidate
shall adopt a resolution approving an agreement of merger or consolidation. The agreement shall state:
(1) The terms and conditions of the merger or consolidation;
(2) The mode of carrying the same into effect;
(3) Such other provisions or facts required or permitted by this chapter to be stated in a certificate of incorporation for
nonstock corporations as can be stated in the case of a merger or consolidation, stated in such altered form as the circumstances
of the case require;
(4) The manner, if any, of converting the memberships or membership interests of each of the constituent corporations into
memberships or membership interests of the corporation surviving or resulting from the merger or consolidation, or of cancelling
some or all of such memberships or membership interests; and
(5) Such other details or provisions as are deemed desirable.
The agreement so adopted shall be executed and acknowledged in accordance with § 103 of this title. Any of the terms of the
agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement, provided that
the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly set forth in the agreement
of merger or consolidation. The term "facts," as used in the preceding sentence, includes, but is not limited to, the occurrence
of any event, including a determination or action by any person or body, including the corporation.
(c) Subject to subsection (d) of this section, the agreement shall be submitted to the members of each constituent corporation,
at an annual or special meeting thereof for the purpose of acting on the agreement. Due notice of the time, place and purpose
of the meeting shall be mailed to each member of each such corporation who has the right to vote for the election of the members
of the governing body of the corporation and to each other member who is entitled to vote on the merger under the certificate
of incorporation or the bylaws of such corporation, at the member's address as it appears on the records of the corporation,
at least 20 days prior to the date of the meeting. The notice shall contain a copy of the agreement or a brief summary thereof.
At the meeting the agreement shall be considered and a vote, in person or by proxy, taken for the adoption or rejection of
the agreement. If the agreement is adopted by a majority of the members of each such corporation entitled to vote for the
election of the members of the governing body of the corporation and any other members entitled to vote on the merger under
the certificate of incorporation or the bylaws of such corporation, then that fact shall be certified on the agreement by
the officer of each such corporation performing the duties ordinarily performed by the secretary or assistant secretary of
a corporation, provided that such certification on the agreement shall not be required if a certificate of merger or consolidation
is filed in lieu of filing the agreement. If the agreement shall be adopted and certified by each constituent corporation
in accordance with this section, it shall be filed and shall become effective in accordance with § 103 of this title. The
provisions set forth in the last sentence of § 251(c) of this title shall apply to a merger under this section, and the reference
therein to "stockholder" shall be deemed to include "member" hereunder.
(d) Notwithstanding subsections (b) or (c) of this section, if, under the certificate of incorporation or the bylaws of any
1 or more of the constituent corporations, there shall be no members who have the right to vote for the election of the members
of the governing body of the corporation, or for the merger, other than the members of the governing body themselves, no further
action by the governing body or the members of such corporation shall be necessary if the resolution approving an agreement
of merger or consolidation has been adopted by a majority of all the members of the governing body thereof, and that fact
shall be certified on the agreement in the same manner as is provided in the case of the adoption of the agreement by the
vote of the members of a corporation, provided that such certification on the agreement shall not be required if a certificate
of merger or consolidation is filed in lieu of filing the agreement, and thereafter the same procedure shall be followed to
consummate the merger or consolidation.
(e) Section 251(d) of this title shall apply to a merger under this section; provided, however, that references to the board
of directors, to stockholders, and to shares of a constituent corporation shall be deemed to be references to the governing
body of the corporation, to members of the corporation, and to memberships or membership interests, as applicable, respectively.
(f) Section 251(e) of this title shall apply to a merger under this section.
(g) Nothing in this section shall be deemed to authorize the merger of a charitable nonstock corporation into a nonstock corporation
if such charitable nonstock corporation would thereby have its charitable status lost or impaired; but a nonstock corporation
may be merged into a charitable nonstock corporation which shall continue as the surviving corporation.
8 Del. C. 1953, § 255; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 19; 58 Del. Laws, c. 235, § 6; 59 Del. Laws, c. 437, §§ 19, 20; 64 Del. Laws, c. 112, §§ 39-41; 66 Del. Laws, c. 136, § 29; 70 Del. Laws, c. 349, § 12; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 587, § 22; 72 Del. Laws, c. 123, § 9; 74 Del. Laws, c. 84, § 15; 76 Del. Laws, c. 145, §§ 8, 9; 77 Del. Laws, c. 253, § 41.;
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting
corporation.
(a) Any 1 or more nonstock corporations of this State may merge or consolidate with 1 or more other nonstock corporations
of any other state or states of the United States, or of the District of Columbia if the laws of such other state or states
or of the District permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction. The constituent
corporations may merge into a single corporation, which may be any 1 of the constituent corporations, or they may consolidate
into a new nonstock corporation formed by the consolidation, which may be a corporation of the state of incorporation of any
1 of the constituent corporations, pursuant to an agreement of merger or consolidation, as the case may be, complying and
approved in accordance with this section. In addition, any 1 or more nonstock corporations organized under the laws of any
jurisdiction other than 1 of the United States may merge or consolidate with 1 or more nonstock corporations of this State
if the surviving or resulting corporation will be a corporation of this State, and if the laws under which the other corporation
or corporations are formed permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction.
(b) All the constituent corporations shall enter into an agreement of merger or consolidation. The agreement shall state:
(1) The terms and conditions of the merger or consolidation;
(2) The mode of carrying the same into effect;
(3) The manner, if any, of converting the memberships or membership interests of each of the constituent corporations into
memberships or membership interests of the corporation surviving or resulting from such merger or consolidation or of cancelling
some or all of such memberships or membership interests;
(4) Such other details and provisions as shall be deemed desirable; and
(5) Such other provisions or facts as shall then be required to be stated in a certificate of incorporation by the laws of
the state which are stated in the agreement to be the laws that shall govern the surviving or resulting corporation and that
can be stated in the case of a merger or consolidation.
Any of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such
agreement, provided that the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly
set forth in the agreement of merger or consolidation. The term "facts," as used in the preceding sentence, includes, but
is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(c) The agreement shall be adopted, approved, certified, executed and acknowledged by each of the constituent corporations
in accordance with the laws under which it is formed and, in the case of a Delaware corporation, in the same manner as is
provided in § 255 of this title. The agreement shall be filed and shall become effective for all purposes of the laws of this
State when and as provided in § 255 of this title with respect to the merger of nonstock corporations of this State. Insofar
as they may be applicable, the provisions set forth in the last sentence of subsection (c) of § 252 of this title shall apply
to a merger under this section, and the reference therein to "stockholder" shall be deemed to include "member" hereunder.
(d) If the corporation surviving or resulting from the merger or consolidation is to be governed by the laws of any state
other than this State, it shall agree that it may be served with process in this State in any proceeding for enforcement of
any obligation of any constituent corporation of this State, as well as for enforcement of any obligation of the surviving
or resulting corporation arising from the merger or consolidation and shall irrevocably appoint the Secretary of State as
its agent to accept service of process in any suit or other proceedings and shall specify the address to which a copy of such
process shall be mailed by the Secretary of State. Process may be served upon the Secretary of State under this subsection
by means of electronic transmission but only as prescribed by the Secretary of State. The Secretary of State is authorized
to issue such rules and regulations with respect to such service as the Secretary of State deems necessary or appropriate.
In the event of such service upon the Secretary of State in accordance with this subsection, the Secretary of State shall
forthwith notify such surviving or resulting corporation thereof by letter, directed to such corporation at its address so
specified, unless such surviving or resulting corporation shall have designated in writing to the Secretary of State a different
address for such purpose, in which case it shall be mailed to the last address so designated. Such letter shall be sent by
a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced
by the signature of the recipient. Such letter shall enclose a copy of the process and any other papers served upon the Secretary
of State. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate,
to notify the Secretary of State that service is being made pursuant to this subsection, and to pay the Secretary of State
the sum of $50 for the use of the State, which sum shall be taxed as a part of the costs in the proceeding if the plaintiff
shall prevail therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth the
name of the plaintiff and defendant, the title, docket number and nature of the proceeding in which process has been served
upon the Secretary of State, the fact that service has been effected pursuant to this subsection, the return date thereof,
and the day and hour when the service was made. The Secretary of State shall not be required to retain such information for
a period longer than 5 years from receipt of the service of process.
(e) Subsection (e) of § 251 of this title shall apply to a merger under this section if the corporation surviving the merger
is a corporation of this State.
(f) Section 251(d) of this title shall apply to a merger under this section; provided, however, that references to the board
of directors, to stockholders, and to shares of a constituent corporation shall be deemed to be references to the governing
body of the corporation, to members of the corporation, and to memberships or membership interests, as applicable, respectively.
(g) Nothing in this section shall be deemed to authorize the merger of a charitable nonstock corporation into a nonstock corporation,
if the charitable status of such
Subchapter IX. Merger, Consolidation or Conversion
§ 251. Merger or consolidation of domestic corporations.
(a) Any 2 or more corporations existing under the laws of this State may merge into a single corporation, which may be any
1 of the constituent corporations or may consolidate into a new corporation formed by the consolidation, pursuant to an agreement
of merger or consolidation, as the case may be, complying and approved in accordance with this section.
(b) The board of directors of each corporation which desires to merge or consolidate shall adopt a resolution approving an
agreement of merger or consolidation and declaring its advisability. The agreement shall state: (1) The terms and conditions
of the merger or consolidation; (2) the mode of carrying the same into effect; (3) in the case of a merger, such amendments
or changes in the certificate of incorporation of the surviving corporation as are desired to be effected by the merger (which
amendments or changes may amend and restate the certificate of incorporation of the surviving corporation in its entirety),
or, if no such amendments or changes are desired, a statement that the certificate of incorporation of the surviving corporation
shall be its certificate of incorporation; (4) in the case of a consolidation, that the certificate of incorporation of the
resulting corporation shall be as is set forth in an attachment to the agreement; (5) the manner, if any, of converting the
shares of each of the constituent corporations into shares or other securities of the corporation surviving or resulting from
the merger or consolidation, or of cancelling some or all of such shares, and, if any shares of any of the constituent corporations
are not to remain outstanding, to be converted solely into shares or other securities of the surviving or resulting corporation
or to be cancelled, the cash, property, rights or securities of any other corporation or entity which the holders of such
shares are to receive in exchange for, or upon conversion of such shares and the surrender of any certificates evidencing
them, which cash, property, rights or securities of any other corporation or entity may be in addition to or in lieu of shares
or other securities of the surviving or resulting corporation; and (6) such other details or provisions as are deemed desirable,
including, without limiting the generality of the foregoing, a provision for the payment of cash in lieu of the issuance or
recognition of fractional shares, interests or rights, or for any other arrangement with respect thereto, consistent with
§ 155 of this title. The agreement so adopted shall be executed and acknowledged in accordance with § 103 of this title. Any
of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement,
provided that the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly set forth
in the agreement of merger or consolidation. The term "facts," as used in the preceding sentence, includes, but is not limited
to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(c) The agreement required by subsection (b) of this section shall be submitted to the stockholders of each constituent corporation
at an annual or special meeting for the purpose of acting on the agreement. Due notice of the time, place and purpose of the
meeting shall be mailed to each holder of stock, whether voting or nonvoting, of the corporation at the stockholder's address
as it appears on the records of the corporation, at least 20 days prior to the date of the meeting. The notice shall contain
a copy of the agreement or a brief summary thereof. At the meeting, the agreement shall be considered and a vote taken for
its adoption or rejection. If a majority of the outstanding stock of the corporation entitled to vote thereon shall be voted
for the adoption of the agreement, that fact shall be certified on the agreement by the secretary or assistant secretary of
the corporation, provided that such certification on the agreement shall not be required if a certificate of merger or consolidation
is filed in lieu of filing the agreement. If the agreement shall be so adopted and certified by each constituent corporation,
it shall then be filed and shall become effective, in accordance with § 103 of this title. In lieu of filing the agreement
of merger or consolidation required by this section, the surviving or resulting corporation may file a certificate of merger
or consolidation, executed in accordance with § 103 of this title, which states:
(1) The name and state of incorporation of each of the constituent corporations;
(2) That an agreement of merger or consolidation has been approved, adopted, executed and acknowledged by each of the constituent
corporations in accordance with this section;
(3) The name of the surviving or resulting corporation;
(4) In the case of a merger, such amendments or changes in the certificate of incorporation of the surviving corporation as
are desired to be effected by the merger (which amendments or changes may amend and restate the certificate of incorporation
of the surviving corporation in its entirety), or, if no such amendments or changes are desired, a statement that the certificate
of incorporation of the surviving corporation shall be its certificate of incorporation;
(5) In the case of a consolidation, that the certificate of incorporation of the resulting corporation shall be as set forth
in an attachment to the certificate;
(6) That the executed agreement of consolidation or merger is on file at an office of the surviving corporation, stating the
address thereof; and
(7) That a copy of the agreement of consolidation or merger will be furnished by the surviving corporation, on request and
without cost, to any stockholder of any constituent corporation.
(d) Any agreement of merger or consolidation may contain a provision that at any time prior to the time that the agreement
(or a certificate in lieu thereof) filed with the Secretary of State becomes effective in accordance with § 103 of this title,
the agreement may be terminated by the board of directors of any constituent corporation notwithstanding approval of the agreement
by the stockholders of all or any of the constituent corporations; in the event the agreement of merger or consolidation is
terminated after the filing of the agreement (or a certificate in lieu thereof) with the Secretary of State but before the
agreement (or a certificate in lieu thereof) has become effective, a certificate of termination or merger or consolidation
shall be filed in accordance with § 103 of this title. Any agreement of merger or consolidation may contain a provision that
the boards of directors of the constituent corporations may amend the agreement at any time prior to the time that the agreement
(or a certificate in lieu thereof) filed with the Secretary of State becomes effective in accordance with § 103 of this title,
provided that an amendment made subsequent to the adoption of the agreement by the stockholders of any constituent corporation
shall not (1) alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange
for or on conversion of all or any of the shares of any class or series thereof of such constituent corporation, (2) alter
or change any term of the certificate of incorporation of the surviving corporation to be effected by the merger or consolidation,
or (3) alter or change any of the terms and conditions of the agreement if such alteration or change would adversely affect
the holders of any class or series thereof of such constituent corporation; in the event the agreement of merger or consolidation
is amended after the filing thereof with the Secretary of State but before the agreement has become effective, a certificate
of amendment of merger or consolidation shall be filed in accordance with § 103 of this title.
(e) In the case of a merger, the certificate of incorporation of the surviving corporation shall automatically be amended
to the extent, if any, that changes in the certificate of incorporation are set forth in the agreement of merger.
(f) Notwithstanding the requirements of subsection (c) of this section, unless required by its certificate of incorporation,
no vote of stockholders of a constituent corporation surviving a merger shall be necessary to authorize a merger if (1) the
agreement of merger does not amend in any respect the certificate of incorporation of such constituent corporation, (2) each
share of stock of such constituent corporation outstanding immediately prior to the effective date of the merger is to be
an identical outstanding or treasury share of the surviving corporation after the effective date of the merger, and (3) either
no shares of common stock of the surviving corporation and no shares, securities or obligations convertible into such stock
are to be issued or delivered under the plan of merger, or the authorized unissued shares or the treasury shares of common
stock of the surviving corporation to be issued or delivered under the plan of merger plus those initially issuable upon conversion
of any other shares, securities or obligations to be issued or delivered under such plan do not exceed 20% of the shares of
common stock of such constituent corporation outstanding immediately prior to the effective date of the merger. No vote of
stockholders of a constituent corporation shall be necessary to authorize a merger or consolidation if no shares of the stock
of such corporation shall have been issued prior to the adoption by the board of directors of the resolution approving the
agreement of merger or consolidation. If an agreement of merger is adopted by the constituent corporation surviving the merger,
by action of its board of directors and without any vote of its stockholders pursuant to this subsection, the secretary or
assistant secretary of that corporation shall certify on the agreement that the agreement has been adopted pursuant to this
subsection and, (1) if it has been adopted pursuant to the first sentence of this subsection, that the conditions specified
in that sentence have been satisfied, or (2) if it has been adopted pursuant to the second sentence of this subsection, that
no shares of stock of such corporation were issued prior to the adoption by the board of directors of the resolution approving
the agreement of merger or consolidation, provided that such certification on the agreement shall not be required if a certificate
of merger or consolidation is filed in lieu of filing the agreement. The agreement so adopted and certified shall then be
filed and shall become effective, in accordance with § 103 of this title. Such filing shall constitute a representation by
the person who executes the agreement that the facts stated in the certificate remain true immediately prior to such filing.
(g) Notwithstanding the requirements of subsection (c) of this section, unless expressly required by its certificate of incorporation,
no vote of stockholders of a constituent corporation shall be necessary to authorize a merger with or into a single direct
or indirect wholly-owned subsidiary of such constituent corporation if: (1) such constituent corporation and the direct or
indirect wholly-owned subsidiary of such constituent corporation are the only constituent entities to the merger; (2) each
share or fraction of a share of the capital stock of the constituent corporation outstanding immediately prior to the effective
time of the merger is converted in the merger into a share or equal fraction of share of capital stock of a holding company
having the same designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof,
as the share of stock of the constituent corporation being converted in the merger; (3) the holding company and the constituent
corporation are corporations of this State and the direct or indirect wholly-owned subsidiary that is the other constituent
entity to the merger is a corporation or limited liability company of this State; (4) the certificate of incorporation and
by-laws of the holding company immediately following the effective time of the merger contain provisions identical to the
certificate of incorporation and by-laws of the constituent corporation immediately prior to the effective time of the merger
(other than provisions, if any, regarding the incorporator or incorporators, the corporate name, the registered office and
agent, the initial board of directors and the initial subscribers for shares and such provisions contained in any amendment
to the certificate of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination
or cancellation of stock, if such change, exchange, reclassification, subdivision, combination, or cancellation has become
effective); (5) as a result of the merger the constituent corporation or its successor becomes or remains a direct or indirect
wholly-owned subsidiary of the holding company; (6) the directors of the constituent corporation become or remain the directors
of the holding company upon the effective time of the merger; (7) the organizational documents of the surviving entity immediately
following the effective time of the merger contain provisions identical to the certificate of incorporation of the constituent
corporation immediately prior to the effective time of the merger (other than provisions, if any, regarding the incorporator
or incorporators, the corporate or entity name, the registered office and agent, the initial board of directors and the initial
subscribers for shares, references to members rather than stockholders or shareholders, references to interests, units or
the like rather than stock or shares, references to managers, managing members or other members of the governing body rather
than directors and such provisions contained in any amendment to the certificate of incorporation as were necessary to effect
a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification,
subdivision, combination or cancellation has become effective); provided, however, that (i) if the organizational documents
of the surviving entity do not contain the following provisions, they shall be amended in the merger to contain provisions
requiring that (A) any act or transaction by or involving the surviving entity, other than the election or removal of directors
or managers, managing members or other members of the governing body of the surviving entity, that requires for its adoption
under this chapter or its organizational documents the approval of the stockholders or members of the surviving entity shall,
by specific reference to this subsection, require, in addition, the approval of the stockholders of the holding company (or
any successor by merger), by the same vote as is required by this chapter and/or by the organizational documents of the surviving
entity; provided, however, that for purposes of this clause (i)(A), any surviving entity that is not a corporation shall include
in such amendment a requirement that the approval of the stockholders of the holding company be obtained for any act or transaction
by or involving the surviving entity, other than the election or removal of directors or managers, managing members or other
members of the governing body of the surviving entity, which would require the approval of the stockholders of the surviving
entity if the surviving entity were a corporation subject to this chapter; (B) any amendment of the organizational documents
of a surviving entity that is not a corporation, which amendment would, if adopted by a corporation subject to this chapter,
be required to be included in the certificate of incorporation of such corporation, shall, by specific reference to this subsection,
require, in addition, the approval of the stockholders of the holding company (or any successor by merger), by the same vote
as is required by this chapter and/or by the organizational documents of the surviving entity; and (C) the business and affairs
of a surviving entity that is not a corporation shall be managed by or under the direction of a board of directors, board
of managers or other governing body consisting of individuals who are subject to the same fiduciary duties applicable to,
and who are liable for breach of such duties to the same extent as, directors of a corporation subject to this chapter; and
(ii) the organizational documents of the surviving entity may be amended in the merger (A) to reduce the number of classes
and shares of capital stock or other equity interests or units that the surviving entity is authorized to issue and (B) to
eliminate any provision authorized by subsection (d) of § 141 of this title; and (8) the stockholders of the constituent corporation
do not recognize gain or loss for United States federal income tax purposes as determined by the board of directors of the
constituent corporation. Neither paragraph (g)(7)(i) of this section nor any provision of a surviving entity's organizational
documents required by paragraph (g)(7)(i) of this section shall be deemed or construed to require approval of the stockholders
of the holding company to elect or remove directors or managers, managing members or other members of the governing body of
the surviving entity. The term "organizational documents", as used in paragraph (g)(7) of this section and in the preceding
sentence, shall, when used in reference to a corporation, mean the certificate of incorporation of such corporation, and when
used in reference to a limited liability company, mean the limited liability company agreement of such limited liability company.
As used in this subsection only, the term "holding company" means a corporation which, from its incorporation until consummation
of a merger governed by this subsection, was at all times a direct or indirect wholly-owned subsidiary of the constituent
corporation and whose capital stock is issued in such merger. From and after the effective time of a merger adopted by a constituent
corporation by action of its board of directors and without any vote of stockholders pursuant to this subsection: (i) to the
extent the restrictions of § 203 of this title applied to the constituent corporation and its stockholders at the effective
time of the merger, such restrictions shall apply to the holding company and its stockholders immediately after the effective
time of the merger as though it were the constituent corporation, and all shares of stock of the holding company acquired
in the merger shall for purposes of § 203 of this title be deemed to have been acquired at the time that the shares of stock
of the constituent corporation converted in the merger were acquired, and provided further that any stockholder who immediately
prior to the effective time of the merger was not an interested stockholder within the meaning of § 203 of this title shall
not solely by reason of the merger become an interested stockholder of the holding company, (ii) if the corporate name of
the holding company immediately following the effective time of the merger is the same as the corporate name of the constituent
corporation immediately prior to the effective time of the merger, the shares of capital stock of the holding company into
which the shares of capital stock of the constituent corporation are converted in the merger shall be represented by the stock
certificates that previously represented shares of capital stock of the constituent corporation and (iii) to the extent a
stockholder of the constituent corporation immediately prior to the merger had standing to institute or maintain derivative
litigation on behalf of the constituent corporation, nothing in this section shall be deemed to limit or extinguish such standing.
If an agreement of merger is adopted by a constituent corporation by action of its board of directors and without any vote
of stockholders pursuant to this subsection, the secretary or assistant secretary of the constituent corporation shall certify
on the agreement that the agreement has been adopted pursuant to this subsection and that the conditions specified in the
first sentence of this subsection have been satisfied, provided that such certification on the agreement shall not be required
if a certificate of merger or consolidation is filed in lieu of filing the agreement. The agreement so adopted and certified
shall then be filed and become effective, in accordance with § 103 of this title. Such filing shall constitute a representation
by the person who executes the agreement that the facts stated in the certificate remain true immediately prior to such filing.
8 Del. C. 1953, § 251; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 16; 57 Del. Laws, c. 148, § 22; 57 Del. Laws, c. 421, §§ 8, 9; 58 Del. Laws, c. 235, § 5; 59 Del. Laws, c. 437, §§ 12-14; 64 Del. Laws, c. 112, §§ 30-33; 66 Del. Laws, c. 136, §§ 17-23; 67 Del. Laws, c. 376, §§ 11, 12; 68 Del. Laws, c. 337, § 1; 69 Del. Laws, c. 235, § 5; 70 Del. Laws, c. 79, §§ 13-15; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 349, §§ 8, 17; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 587, §§ 17, 18; 71 Del. Laws, c. 339, §§ 43, 44; 72 Del. Laws, c. 123, § 7; 73 Del. Laws, c. 82, §§ 14-20; 74 Del. Laws, c. 84, §§ 10, 11; 75 Del. Laws, c. 30, § 3; 76 Del. Laws, c. 145, §§ 4-7; 77 Del. Laws, c. 290, §§ 8-10.;
§ 252. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation.
(a) Any 1 or more corporations of this State may merge or consolidate with 1 or more other corporations of any other state
or states of the United States, or of the District of Columbia if the laws of the other state or states, or of the District
permit a corporation of such jurisdiction to merge or consolidate with a corporation of another jurisdiction. The constituent
corporations may merge into a single corporation, which may be any 1 of the constituent corporations, or they may consolidate
into a new corporation formed by the consolidation, which may be a corporation of the state of incorporation of any 1 of the
constituent corporations, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved
in accordance with this section. In addition, any 1 or more corporations existing under the laws of this State may merge or
consolidate with 1 or more corporations organized under the laws of any jurisdiction other than 1 of the United States if
the laws under which the other corporation or corporations are organized permit a corporation of such jurisdiction to merge
or consolidate with a corporation of another jurisdiction.
(b) All the constituent corporations shall enter into an agreement of merger or consolidation. The agreement shall state:
(1) The terms and conditions of the merger or consolidation; (2) the mode of carrying the same into effect; (3) the manner,
if any, of converting the shares of each of the constituent corporations into shares or other securities of the corporation
surviving or resulting from the merger or consolidation, or of cancelling some or all of such shares, and, if any shares of
any of the constituent corporations are not to remain outstanding, to be converted solely into shares or other securities
of the surviving or resulting corporation or to be cancelled, the cash, property, rights or securities of any other corporation
or entity which the holders of such shares are to receive in exchange for, or upon conversion of, such shares and the surrender
of any certificates evidencing them, which cash, property, rights or securities of any other corporation or entity may be
in addition to or in lieu of the shares or other securities of the surviving or resulting corporation; (4) such other details
or provisions as are deemed desirable, including, without limiting the generality of the foregoing, a provision for the payment
of cash in lieu of the issuance or recognition of fractional shares of the surviving or resulting corporation or of any other
corporation the securities of which are to be received in the merger or consolidation, or for some other arrangement with
respect thereto consistent with § 155 of this title; and (5) such other provisions or facts as shall be required to be set
forth in certificates of incorporation by the laws of the state which are stated in the agreement to be the laws that shall
govern the surviving or resulting corporation and that can be stated in the case of a merger or consolidation. Any of the
terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement,
provided that the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly set forth
in the agreement of merger or consolidation. The term "facts," as used in the preceding sentence, includes, but is not limited
to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(c) The agreement shall be adopted, approved, certified, executed and acknowledged by each of the constituent corporations
in accordance with the laws under which it is formed, and, in the case of a Delaware corporation, in the same manner as is
provided in § 251 of this title. The agreement shall be filed and shall become effective for all purposes of the laws of this
State when and as provided in § 251 of this title with respect to the merger or consolidation of corporations of this State.
In lieu of filing the agreement of merger or consolidation, the surviving or resulting corporation may file a certificate
of merger or consolidation, executed in accordance with § 103 of this title, which states:
(1) The name and state or jurisdiction of incorporation of each of the constituent corporations;
(2) That an agreement of merger or consolidation has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with this subsection;
(3) The name of the surviving or resulting corporation;
(4) In the case of a merger, such amendments or changes in the certificate of incorporation of the surviving corporation as
are desired to be effected by the merger (which amendments or changes may amend and restate the certificate of incorporation
of the surviving corporation in its entirety), or, if no such amendments or changes are desired, a statement that the certificate
of incorporation of the surviving corporation shall be its certificate of incorporation;
(5) In the case of a consolidation, that the certificate of incorporation of the resulting corporation shall be as is set
forth in an attachment to the certificate;
(6) That the executed agreement of consolidation or merger is on file at an office of the surviving corporation and the address
thereof;
(7) That a copy of the agreement of consolidation or merger will be furnished by the surviving corporation, on request and
without cost, to any stockholder of any constituent corporation;
(8) If the corporation surviving or resulting from the merger or consolidation is to be a corporation of this State, the authorized
capital stock of each constituent corporation which is not a corporation of this State; and
(9) The agreement, if any, required by subsection (d) of this section.
(d) If the corporation surviving or resulting from the merger or consolidation is to be governed by the laws of the District
of Columbia or any state or jurisdiction other than this State, it shall agree that it may be served with process in this
State in any proceeding for enforcement of any obligation of any constituent corporation of this State, as well as for enforcement
of any obligation of the surviving or resulting corporation arising from the merger or consolidation, including any suit or
other proceeding to enforce the right of any stockholders as determined in appraisal proceedings pursuant to § 262 of this
title, and shall irrevocably appoint the Secretary of State as its agent to accept service of process in any such suit or
other proceedings and shall specify the address to which a copy of such process shall be mailed by the Secretary of State.
Process may be served upon the Secretary of State under this subsection by means of electronic transmission but only as prescribed
by the Secretary of State. The Secretary of State is authorized to issue such rules and regulations with respect to such service
as the Secretary of State deems necessary or appropriate. In the event of such service upon the Secretary of State in accordance
with this subsection, the Secretary of State shall forthwith notify such surviving or resulting corporation thereof by letter,
directed to such surviving or resulting corporation at its address so specified, unless such surviving or resulting corporation
shall have designated in writing to the Secretary of State a different address for such purpose, in which case it shall be
mailed to the last address so designated. Such letter shall be sent by a mail or courier service that includes a record of
mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient. Such letter shall
enclose a copy of the process and any other papers served on the Secretary of State pursuant to this subsection. It shall
be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the
Secretary of State that service is being effected pursuant to this subsection and to pay the Secretary of State the sum of
$50 for the use of the State, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail
therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff
and the defendant, the title, docket number and nature of the proceeding in which process has been served, the fact that service
has been effected pursuant to this subsection, the return date thereof, and the day and hour service was made. The Secretary
of State shall not be required to retain such information longer than 5 years from receipt of the service of process.
(e) Subsection (d) and the second sentence of subsection (c) of § 251 of this title shall apply to any merger or consolidation
under this section; subsection (e) of § 251 of this title shall apply to a merger under this section in which the surviving
corporation is a corporation of this State; subsection (f) of § 251 of this title shall apply to any merger under this section.
8 Del. C. 1953, § 252; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 17; 57 Del. Laws, c. 148, § 23; 59 Del. Laws, c. 437, §§ 15, 16; 64 Del. Laws, c. 112, §§ 34, 35; 66 Del. Laws, c. 136, §§ 24, 25; 67 Del. Laws, c. 190, § 4; 68 Del. Laws, c. 337, § 2; 69 Del. Laws, c. 61, §§ 4-6; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 349, §§ 9, 18; 70 Del. Laws, c. 587, § 19; 71 Del. Laws, c. 339, § 45; 74 Del. Laws, c. 84, § 12; 77 Del. Laws, c. 290, §§ 11, 12.;
§ 253. Merger of parent corporation and subsidiary or subsidiaries.
(a) In any case in which at least 90% of the outstanding shares of each class of the stock of a corporation or corporations
(other than a corporation which has in its certificate of incorporation the provision required by § 251(g)(7)(i) of this title),
of which class there are outstanding shares that, absent this subsection, would be entitled to vote on such merger, is owned
by another corporation and 1 of the corporations is a corporation of this State and the other or others are corporations of
this State, or any other state or states, or the District of Columbia and the laws of the other state or states, or the District
permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction, the corporation having such
stock ownership may either merge the other corporation or corporations into itself and assume all of its or their obligations,
or merge itself, or itself and 1 or more of such other corporations, into 1 of the other corporations by executing, acknowledging
and filing, in accordance with § 103 of this title, a certificate of such ownership and merger setting forth a copy of the
resolution of its board of directors to so merge and the date of the adoption; provided, however, that in case the parent
corporation shall not own all the outstanding stock of all the subsidiary corporations, parties to a merger as aforesaid,
the resolution of the board of directors of the parent corporation shall state the terms and conditions of the merger, including
the securities, cash, property, or rights to be issued, paid, delivered or granted by the surviving corporation upon surrender
of each share of the subsidiary corporation or corporations not owned by the parent corporation, or the cancellation of some
or all of such shares. Any of the terms of the resolution of the board of directors to so merge may be made dependent upon
facts ascertainable outside of such resolution, provided that the manner in which such facts shall operate upon the terms
of the resolution is clearly and expressly set forth in the resolution. The term "facts," as used in the preceding sentence,
includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including
the corporation. If the parent corporation be not the surviving corporation, the resolution shall include provision for the
pro rata issuance of stock of the surviving corporation to the holders of the stock of the parent corporation on surrender
of any certificates therefor, and the certificate of ownership and merger shall state that the proposed merger has been approved
by a majority of the outstanding stock of the parent corporation entitled to vote thereon at a meeting duly called and held
after 20 days' notice of the purpose of the meeting mailed to each such stockholder at the stockholder's address as it appears
on the records of the corporation if the parent corporation is a corporation of this State or state that the proposed merger
has been adopted, approved, certified, executed and acknowledged by the parent corporation in accordance with the laws under
which it is organized if the parent corporation is not a corporation of this State. If the surviving corporation exists under
the laws of the District of Columbia or any state or jurisdiction other than this State,
(1) Section 252(d) of this title or ( 258(c) of this title, as applicable, shall also apply to a merger under this section;
and
(2) The terms and conditions of the merger shall obligate the surviving corporation to provide the agreement, and take the
actions, required by § 252(d) of this title or § 258(c) of this title, as applicable.
(b) If the surviving corporation is a Delaware corporation, it may change its corporate name by the inclusion of a provision
to that effect in the resolution of merger adopted by the directors of the parent corporation and set forth in the certificate
of ownership and merger, and upon the effective date of the merger, the name of the corporation shall be so changed.
(c) Subsection (d) of § 251 of this title shall apply to a merger under this section, and subsection (e) of § 251 of this
title shall apply to a merger under this section in which the surviving corporation is the subsidiary corporation and is a
corporation of this State. References to "agreement of merger" in subsections (d) and (e) of § 251 of this title shall mean
for purposes of this subsection the resolution of merger adopted by the board of directors of the parent corporation. Any
merger which effects any changes other than those authorized by this section or made applicable by this subsection shall be
accomplished under § 251, § 252, § 257, or § 258 of this title. Section 262 of this title shall not apply to any merger effected
under this section, except as provided in subsection (d) of this section.
(d) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under this section is not
owned by the parent corporation immediately prior to the merger, the stockholders of the subsidiary Delaware corporation party
to the merger shall have appraisal rights as set forth in § 262 of this title.
(e) A merger may be effected under this section although 1 or more of the corporations parties to the merger is a corporation
organized under the laws of a jurisdiction other than 1 of the United States; provided that the laws of such jurisdiction
permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction.
(f) This section shall apply to nonstock corporations if the parent corporation is such a corporation and is the surviving
corporation of the merger; provided, however, that references to the directors of the parent corporation shall be deemed to
be references to members of the governing body of the parent corporation, and references to the board of directors of the
parent corporation shall be deemed to be references to the governing body of the parent corporation.
(g) Nothing in this section shall be deemed to authorize the merger of a corporation with a charitable nonstock corporation,
if the charitable status of such charitable nonstock corporation would thereby be lost or impaired.
8 Del. C. 1953, § 253; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 18; 57 Del. Laws, c. 148, § 24; 59 Del. Laws, c. 106, §§ 10, 11; 60 Del. Laws, c. 371, § 2; 63 Del. Laws, c. 25, § 13; 64 Del. Laws, c. 112, §§ 36, 37; 66 Del. Laws, c. 136, § 26; 69 Del. Laws, c. 61, §§ 7, 8; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 299, § 1; 70 Del. Laws, c. 349, § 10; 70 Del. Laws, c. 587, § 20; 72 Del. Laws, c. 123, § 8; 74 Del. Laws, c. 84, § 13; 77 Del. Laws, c. 253, §§ 38-40; 77 Del. Laws, c. 290, § 13.;
§ 254. Merger or consolidation of domestic corporation and joint-stock or other association.
(a) The term "joint-stock association" as used in this section, includes any association of the kind commonly known as a joint-stock
association or joint-stock company and any unincorporated association, trust or enterprise having members or having outstanding
shares of stock or other evidences of financial or beneficial interest therein, whether formed by agreement or under statutory
authority or otherwise, but does not include a corporation, partnership or limited liability company. The term "stockholder"
as used in this section, includes every member of such joint-stock association or holder of a share of stock or other evidence
of financial or beneficial interest therein.
(b) Any 1 or more corporations of this State may merge or consolidate with 1 or more joint-stock associations, except a joint-stock
association formed under the laws of a state which forbids such merger or consolidation. Such corporation or corporations
and such 1 or more joint-stock associations may merge into a single corporation, or joint-stock association, which may be
any one of such corporations or joint-stock associations, or they may consolidate into a new corporation or joint-stock association
of this State, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance
with this section. The surviving or resulting entity may be organized for profit or not organized for profit, and if the
surviving or resulting entity is a corporation, it may be a stock corporation or a nonstock corporation.
(c) Each such corporation and joint-stock association shall enter into a written agreement of merger or consolidation. The
agreement shall state: (1) The terms and conditions of the merger or consolidation; (2) the mode of carrying the same into
effect; (3) the manner, if any, of converting the shares of stock of each stock corporation, the interest of members of each
nonstock corporation, and the shares, membership or financial or beneficial interests in each of the joint-stock associations
into shares or other securities of a stock corporation or membership interests of a nonstock corporation or into shares, memberships
or financial or beneficial interests of the joint-stock association surviving or resulting from such merger or consolidation,
or of cancelling some or all of such shares, memberships or financial or beneficial interests, and, if any shares of any such
stock corporation, any membership interests of any such nonstock corporation or any shares, memberships or financial or beneficial
interests in any such joint-stock association are not to remain outstanding, to be converted solely into shares or other securities
of the stock corporation or membership interests of the nonstock corporation or into shares, memberships or financial or beneficial
interests of the joint-stock association surviving or resulting from such merger or consolidation or to be cancelled, the
cash, property, rights or securities of any other corporation or entity which the holders of shares of any such stock corporation,
membership interests of any such nonstock corporation, or shares, memberships or financial or beneficial interests of any
such joint-stock association are to receive in exchange for, or upon conversion of such shares, membership interests or shares,
memberships or financial or beneficial interests, and the surrender of any certificates evidencing them, which cash, property,
rights or securities of any other corporation or entity may be in addition to or in lieu of shares or other securities of
the stock corporation or membership interests of the nonstock corporation or shares, memberships or financial or beneficial
interests of the joint-stock association surviving or resulting from such merger or consolidation; and (4) such other details
or provisions as are deemed desirable, including, without limiting the generality of the foregoing, a provision for the payment
of cash in lieu of the issuance of fractional shares where the surviving or resulting entity is a corporation. There shall
also be set forth in the agreement such other matters or provisions as shall then be required to be set forth in certificates
of incorporation or documents required to establish and maintain a joint-stock association by the laws of this State and that
can be stated in the case of such merger or consolidation. Any of the terms of the agreement of merger or consolidation may
be made dependent upon facts ascertainable outside of such agreement, provided that the manner in which such facts shall operate
upon the terms of the agreement is clearly and expressly set forth in the agreement of merger or consolidation. The term "facts,"
as used in the preceding sentence, includes, but is not limited to, the occurrence of any event, including a determination
or action by any person or body, including the corporation.
(d) The agreement required by subsection (c) of this section shall be adopted, approved, certified, executed and acknowledged
by each of the stock or nonstock corporations in the same manner as is provided in § 251 or § 255 of this title, respectively,
and in the case of the joint-stock associations in accordance with their articles of association or other instrument containing
the provisions by which they are organized or regulated or in accordance with the laws of the state under which they are formed,
as the case may be. Where the surviving or resulting entity is a corporation, the agreement shall be filed and shall become
effective for all purposes of the laws of this State when and as provided in § 251 of this title with respect to the merger
or consolidation of corporations of this State. In lieu of filing the agreement of merger or consolidation, where the surviving
or resulting entity is a corporation it may file a certificate of merger or consolidation, executed in accordance with § 103
of this title, which states:
(1) The name and state of domicile of each of the constituent entities;
(2) That an agreement of merger or consolidation has been approved, adopted, certified, executed and acknowledged by each
of the constituent entities in accordance with this subsection;
(3) The name of the surviving or resulting corporation;
(4) In the case of a merger, such amendments or changes in the certificate of incorporation of the surviving corporation as
are desired to be effected by the merger (which amendments or changes may amend and restate the certificate of incorporation
of the surviving corporation in its entirety), or, if no such amendments or changes are desired, a statement that the certificate
of incorporation of the surviving corporation shall be its certificate of incorporation;
(5) In the case of a consolidation, that the certificate of incorporation of the resulting corporation shall be as is set
forth in an attachment to the certificate;
(6) That the executed agreement of consolidation or merger is on file at an office of the surviving corporation and the address
thereof; and
(7) That a copy of the agreement of consolidation or merger will be furnished by the surviving corporation, on request and
without cost, to any stockholder of any constituent entity.
Where the surviving or resulting entity is a joint-stock association, the agreement shall be filed and shall be effective
for all purposes when filed in accordance with the laws regulating the creation of joint-stock associations.
(e) Sections 251(d), 251(e), 251(f), 252(d), 259 through 262 and 328 of this title shall, insofar as they are applicable,
apply to mergers or consolidations between corporations and joint-stock associations; the word "corporation" where applicable,
as used in those sections, being deemed to include joint-stock associations as defined herein. The second sentence of § 251(c)
of this title shall be applicable to any merger or consolidation under this section. Where the surviving or resulting entity
is a corporation, the personal liability, if any, of any stockholder of a joint-stock association existing at the time of
such merger or consolidation shall not thereby be extinguished, shall remain personal to such stockholder and shall not become
the liability of any subsequent transferee of any share of stock in such surviving or resulting corporation or of any other
stockholder of such surviving or resulting corporation.
(f) Nothing in this section shall be deemed to authorize the merger of a charitable nonstock corporation or charitable joint-stock
association into a stock corporation or joint-stock association if the charitable status of such nonstock corporation or joint-stock
association would be thereby lost or impaired, but a stock corporation or joint-stock association may be merged into a charitable
nonstock corporation or charitable joint-stock association which shall continue as the surviving corporation or joint-stock
association.
8 Del. C. 1953, § 254; 56 Del. Laws, c. 50; 57 Del. Laws, c. 421, § 10; 59 Del. Laws, c. 437, §§ 17, 18; 64 Del. Laws, c. 112, § 38; 66 Del. Laws, c. 136, §§ 27, 28; 66 Del. Laws, c. 352, §§ 4-6; 67 Del. Laws, c. 376, §§ 13-17; 69 Del. Laws, c. 61, § 9; 70 Del. Laws, c. 349, §§ 11, 19; 70 Del. Laws, c. 587, § 21; 71 Del. Laws, c. 120, § 14; 71 Del. Laws, c. 339, § 46; 74 Del. Laws, c. 84, § 14; 77 Del. Laws, c. 290, § 14.;
§ 255. Merger or consolidation of domestic nonstock corporations.
(a) Any 2 or more nonstock corporations of this State, whether or not organized for profit, may merge into a single corporation,
which may be any 1 of the constituent corporations, or they may consolidate into a new nonstock corporation, whether or not
organized for profit, formed by the consolidation, pursuant to an agreement of merger or consolidation, as the case may be,
complying and approved in accordance with this section.
(b) Subject to subsection (d) of this section, the governing body of each corporation which desires to merge or consolidate
shall adopt a resolution approving an agreement of merger or consolidation. The agreement shall state:
(1) The terms and conditions of the merger or consolidation;
(2) The mode of carrying the same into effect;
(3) Such other provisions or facts required or permitted by this chapter to be stated in a certificate of incorporation for
nonstock corporations as can be stated in the case of a merger or consolidation, stated in such altered form as the circumstances
of the case require;
(4) The manner, if any, of converting the memberships or membership interests of each of the constituent corporations into
memberships or membership interests of the corporation surviving or resulting from the merger or consolidation, or of cancelling
some or all of such memberships or membership interests; and
(5) Such other details or provisions as are deemed desirable.
The agreement so adopted shall be executed and acknowledged in accordance with § 103 of this title. Any of the terms of the
agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement, provided that
the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly set forth in the agreement
of merger or consolidation. The term "facts," as used in the preceding sentence, includes, but is not limited to, the occurrence
of any event, including a determination or action by any person or body, including the corporation.
(c) Subject to subsection (d) of this section, the agreement shall be submitted to the members of each constituent corporation,
at an annual or special meeting thereof for the purpose of acting on the agreement. Due notice of the time, place and purpose
of the meeting shall be mailed to each member of each such corporation who has the right to vote for the election of the members
of the governing body of the corporation and to each other member who is entitled to vote on the merger under the certificate
of incorporation or the bylaws of such corporation, at the member's address as it appears on the records of the corporation,
at least 20 days prior to the date of the meeting. The notice shall contain a copy of the agreement or a brief summary thereof.
At the meeting the agreement shall be considered and a vote, in person or by proxy, taken for the adoption or rejection of
the agreement. If the agreement is adopted by a majority of the members of each such corporation entitled to vote for the
election of the members of the governing body of the corporation and any other members entitled to vote on the merger under
the certificate of incorporation or the bylaws of such corporation, then that fact shall be certified on the agreement by
the officer of each such corporation performing the duties ordinarily performed by the secretary or assistant secretary of
a corporation, provided that such certification on the agreement shall not be required if a certificate of merger or consolidation
is filed in lieu of filing the agreement. If the agreement shall be adopted and certified by each constituent corporation
in accordance with this section, it shall be filed and shall become effective in accordance with § 103 of this title. The
provisions set forth in the last sentence of § 251(c) of this title shall apply to a merger under this section, and the reference
therein to "stockholder" shall be deemed to include "member" hereunder.
(d) Notwithstanding subsections (b) or (c) of this section, if, under the certificate of incorporation or the bylaws of any
1 or more of the constituent corporations, there shall be no members who have the right to vote for the election of the members
of the governing body of the corporation, or for the merger, other than the members of the governing body themselves, no further
action by the governing body or the members of such corporation shall be necessary if the resolution approving an agreement
of merger or consolidation has been adopted by a majority of all the members of the governing body thereof, and that fact
shall be certified on the agreement in the same manner as is provided in the case of the adoption of the agreement by the
vote of the members of a corporation, provided that such certification on the agreement shall not be required if a certificate
of merger or consolidation is filed in lieu of filing the agreement, and thereafter the same procedure shall be followed to
consummate the merger or consolidation.
(e) Section 251(d) of this title shall apply to a merger under this section; provided, however, that references to the board
of directors, to stockholders, and to shares of a constituent corporation shall be deemed to be references to the governing
body of the corporation, to members of the corporation, and to memberships or membership interests, as applicable, respectively.
(f) Section 251(e) of this title shall apply to a merger under this section.
(g) Nothing in this section shall be deemed to authorize the merger of a charitable nonstock corporation into a nonstock corporation
if such charitable nonstock corporation would thereby have its charitable status lost or impaired; but a nonstock corporation
may be merged into a charitable nonstock corporation which shall continue as the surviving corporation.
8 Del. C. 1953, § 255; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 19; 58 Del. Laws, c. 235, § 6; 59 Del. Laws, c. 437, §§ 19, 20; 64 Del. Laws, c. 112, §§ 39-41; 66 Del. Laws, c. 136, § 29; 70 Del. Laws, c. 349, § 12; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 587, § 22; 72 Del. Laws, c. 123, § 9; 74 Del. Laws, c. 84, § 15; 76 Del. Laws, c. 145, §§ 8, 9; 77 Del. Laws, c. 253, § 41.;
§ 256. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting
corporation.
(a) Any 1 or more nonstock corporations of this State may merge or consolidate with 1 or more other nonstock corporations
of any other state or states of the United States, or of the District of Columbia if the laws of such other state or states
or of the District permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction. The constituent
corporations may merge into a single corporation, which may be any 1 of the constituent corporations, or they may consolidate
into a new nonstock corporation formed by the consolidation, which may be a corporation of the state of incorporation of any
1 of the constituent corporations, pursuant to an agreement of merger or consolidation, as the case may be, complying and
approved in accordance with this section. In addition, any 1 or more nonstock corporations organized under the laws of any
jurisdiction other than 1 of the United States may merge or consolidate with 1 or more nonstock corporations of this State
if the surviving or resulting corporation will be a corporation of this State, and if the laws under which the other corporation
or corporations are formed permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction.
(b) All the constituent corporations shall enter into an agreement of merger or consolidation. The agreement shall state:
(1) The terms and conditions of the merger or consolidation;
(2) The mode of carrying the same into effect;
(3) The manner, if any, of converting the memberships or membership interests of each of the constituent corporations into
memberships or membership interests of the corporation surviving or resulting from such merger or consolidation or of cancelling
some or all of such memberships or membership interests;
(4) Such other details and provisions as shall be deemed desirable; and
(5) Such other provisions or facts as shall then be required to be stated in a certificate of incorporation by the laws of
the state which are stated in the agreement to be the laws that shall govern the surviving or resulting corporation and that
can be stated in the case of a merger or consolidation.
Any of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such
agreement, provided that the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly
set forth in the agreement of merger or consolidation. The term "facts," as used in the preceding sentence, includes, but
is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(c) The agreement shall be adopted, approved, certified, executed and acknowledged by each of the constituent corporations
in accordance with the laws under which it is formed and, in the case of a Delaware corporation, in the same manner as is
provided in § 255 of this title. The agreement shall be filed and shall become effective for all purposes of the laws of this
State when and as provided in § 255 of this title with respect to the merger of nonstock corporations of this State. Insofar
as they may be applicable, the provisions set forth in the last sentence of subsection (c) of § 252 of this title shall apply
to a merger under this section, and the reference therein to "stockholder" shall be deemed to include "member" hereunder.
(d) If the corporation surviving or resulting from the merger or consolidation is to be governed by the laws of any state
other than this State, it shall agree that it may be served with process in this State in any proceeding for enforcement of
any obligation of any constituent corporation of this State, as well as for enforcement of any obligation of the surviving
or resulting corporation arising from the merger or consolidation and shall irrevocably appoint the Secretary of State as
its agent to accept service of process in any suit or other proceedings and shall specify the address to which a copy of such
process shall be mailed by the Secretary of State. Process may be served upon the Secretary of State under this subsection
by means of electronic transmission but only as prescribed by the Secretary of State. The Secretary of State is authorized
to issue such rules and regulations with respect to such service as the Secretary of State deems necessary or appropriate.
In the event of such service upon the Secretary of State in accordance with this subsection, the Secretary of State shall
forthwith notify such surviving or resulting corporation thereof by letter, directed to such corporation at its address so
specified, unless such surviving or resulting corporation shall have designated in writing to the Secretary of State a different
address for such purpose, in which case it shall be mailed to the last address so designated. Such letter shall be sent by
a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced
by the signature of the recipient. Such letter shall enclose a copy of the process and any other papers served upon the Secretary
of State. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate,
to notify the Secretary of State that service is being made pursuant to this subsection, and to pay the Secretary of State
the sum of $50 for the use of the State, which sum shall be taxed as a part of the costs in the proceeding if the plaintiff
shall prevail therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth the
name of the plaintiff and defendant, the title, docket number and nature of the proceeding in which process has been served
upon the Secretary of State, the fact that service has been effected pursuant to this subsection, the return date thereof,
and the day and hour when the service was made. The Secretary of State shall not be required to retain such information for
a period longer than 5 years from receipt of the service of process.
(e) Subsection (e) of § 251 of this title shall apply to a merger under this section if the corporation surviving the merger
is a corporation of this State.
(f) Section 251(d) of this title shall apply to a merger under this section; provided, however, that references to the board
of directors, to stockholders, and to shares of a constituent corporation shall be deemed to be references to the governing
body of the corporation, to members of the corporation, and to memberships or membership interests, as applicable, respectively.
(g) Nothing in this section shall be deemed to authorize the merger of a charitable nonstock corporation into a nonstock corporation,
if the charitable status of such
