§414-315  Articles of merger or shareexchange.  (a)  After a plan of merger or share exchange is approved by theshareholders, or adopted by the board of directors if shareholder approval isnot required, articles of merger or share exchange shall be signed on behalf ofeach corporation and each other entity that is a party to the merger and shallbe delivered to the department director for filing.  The articles of merger orshare exchange shall set forth:

(1)  For a merger, the name and jurisdiction of eachentity that is a party to the merger, and the name, address, and jurisdictionof the surviving entity;

(2)  For a share exchange, the name, address, andjurisdiction of both the corporation whose shares will be acquired and theacquiring corporation;

(3)  A statement that the plan of merger or shareexchange has been approved by each entity involved in the merger or shareexchange;

(4)  If a merger, a statement indicating any changesin the organizing articles of the surviving entity to be given effect by themerger; provided that if no changes are made, a statement that the organizingarticles of the surviving entity shall not be amended pursuant to the merger;and

(5)  A statement that includes:

(A)  An agreement that the surviving entity maybe served with process in this State in any action or proceeding for theenforcement of any liability or obligation of any entity previously subject tosuit in this State that is to merge;

(B)  An irrevocable appointment of a residentof this State as its agent to accept service of process in a proceeding undersubparagraph (A), that includes the resident's street address in this State;and

(C)  An agreement for the enforcement, asprovided in this chapter, of the right of any dissenting member, shareholder,or partner to receive payment for their interest against the surviving entity.

(b)  If the articles of merger provide for afuture effective date, and:

(1)  The plan of merger is amended to change thefuture effective date;

(2)  The plan of merger permits the amendment of thearticles of merger to change the future effective date without an amendment tothe plan of merger; or

(3)  The plan of merger is amended to change any othermatter contained in the articles of merger so as to make the articles of mergerinaccurate in any material respect, prior to the future effective date;

then the articles of merger shall be amended byfiling with the department director articles of amendment that identify thearticles of merger and set forth the amendment to the articles of merger.

If the articles of merger provide for a futureeffective date and if the plan of merger is terminated prior to the futureeffective date, the articles of merger shall be terminated by filing with thedepartment director a certificate of termination that identifies the articlesof merger and states that the plan of merger has been terminated.

(c)  Articles of merger operate as an amendmentto the corporation's articles of incorporation. [L 2000, c 244, pt of §1; am L2001, c 129, §33; am L 2002, c 41, §9; am L 2003, c 124, §7; am L 2004, c 121,§10; am L 2006, c 184, §5]