§414-311  Merger.  (a)  Pursuant to aplan of merger adopted by the board of directors and approved by theshareholders (if required under section 414-313), a domestic or foreigncorporation may merge with one or more domestic professional corporations, orwith one or more corporations or other business entities formed or organizedunder the laws of this State, any state or territory of the United States, anyforeign jurisdiction, or any combination thereof, with one of the domesticprofessional corporations, domestic or foreign corporations, or other businessentities whether domestic or foreign, being the surviving entity, as providedin the plan; provided that the merger is permitted by the law of the state orcountry under whose law each foreign entity that is a party to the merger isorganized.

(b)  The plan of merger shall set forth:

(1)  The name and jurisdiction of formation ororganization of each entity that is a party to the merger;

(2)  The name of the surviving entity with or intowhich the other entity or entities will merge;

(3)  The terms and conditions of the merger;

(4)  The manner and basis of converting the shares ofeach corporation into shares, obligations, or other securities of the survivingentity, or into cash or other property in whole or in part;

(5)  The street address of the surviving entity'sprincipal place of business or, if no street address is available, the ruralpost office number or post office box designated or made available by theUnited States Postal Service; and

(6)  Amendments, if any, to the organizing articles ofthe surviving entity or, if no amendments are desired, a statement that theorganizing articles of the surviving entity shall not be amended pursuant tothe merger.

(c)  A plan of merger may set forth otherprovisions relating to the merger.

(d)  If aforeign corporation survives a merger, it shall not do business in thisState until an application for a certificate of authority is filed with thedepartment director if the foreign corporation is not already authorized to dobusiness in the State.

(e)  Thesurviving entity shall furnish a copy of the plan of merger, on request andwithout cost, to any member,  shareholder, or partner of any entity that is aparty to the merger. [L 2000, c 244, pt of §1; am L 2002, c 41, §6; am L2004, c 121, §8]