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



(1)  The name of the parent corporation owning at least
ninety per cent of the shares of the subsidiary corporations, the name of any
nonsurviving subsidiary corporation, and the name of the surviving subsidiary
corporation; and



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



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



(c)  On or after the thirtieth day after the
mailing of a copy of the plan of merger to shareholders of any nonsurviving
subsidiary corporation or upon the waiver thereof by the holders of all
outstanding shares, the articles of merger shall be delivered to the department
director for filing.  Articles of merger shall set forth:



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



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



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



(d)  Mergers under this section shall also be
subject 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]