§414-318  Merger of subsidiary corporations. (a)  Any corporation owning at least ninety per cent of the outstanding sharesof each class of two or more corporations may adopt a plan of merger pursuantto section 414-314 that shall be delivered to the department director forfiling including articles of merger.  The articles of merger shall be signed bythe parent corporation and the surviving subsidiary corporation.  The plan ofmerger shall set forth:

(1)  The name of the parent corporation owning at leastninety per cent of the shares of the subsidiary corporations, the name of anynonsurviving subsidiary corporation, and the name of the surviving subsidiarycorporation; and

(2)  The manner and basis of converting the shares ofany nonsurviving subsidiary corporation into shares, obligations, or othersecurities of the surviving subsidiary corporation or of any other corporationor, in whole or in part, into cash or other property.

(b)  A copy of the plan of merger shall bemailed to each shareholder of record of any nonsurviving subsidiarycorporation, except the parent corporation.

(c)  On or after the thirtieth day after themailing of a copy of the plan of merger to shareholders of any nonsurvivingsubsidiary corporation or upon the waiver thereof by the holders of alloutstanding shares, the articles of merger shall be delivered to the departmentdirector for filing.  Articles of merger shall set forth:

(1)  A statement that the plan of merger has beenapproved by the board of directors of the parent corporation;

(2)  The number of outstanding shares of each class ofany nonsurviving subsidiary corporation and the number of the shares of eachclass owned by the parent corporation; and

(3)  The date a copy of the plan of merger is mailedto shareholders of any nonsurviving subsidiary corporation entitled to receivethe plan of merger.

(d)  Mergers under this section shall also besubject to sections 414-313(k) and 414-315(a) and (b). [L 2000, c 244, pt of§1; am L 2001, c 129, §35; am L 2002, c 41, §11; am L 2006, c 184, §6]