17-7704.   Agreement of merger or consolidation; requirements.Each constituent entity shall enter into a written agreementofmerger or consolidation. The agreement of merger or consolidation shall setforth:

      (a)   The name and state or country of organization of each constituent entityand the name of the surviving entity into which each other constituent entityproposes to merge or the new entity into which each constituent entity proposesto consolidate;

      (b)   the terms and conditions of the merger or consolidation;

      (c)   the manner and basis of converting the interests or shares of stock ineach constituent entity in the merger or consolidation into interests, sharesor other securities or obligations, the case may be, of the surviving entity,of the new entity or of any other person, or, in whole or in part, into cash orother property;

      (d)   in the case of a merger, such amendments to the organizational documentsof the surviving entity, as are desired to be effected by the merger, or thatno such changes are desired;

      (e)   in the case of a consolidation, all statements required to be set forthin the organizational documents of the new entity; and

      (f)   such other provisions relating to the proposed merger or consolidationas are deemed necessary or desirable by the constituent entities.

      History:   L. 1995, ch. 245, § 8; July 1.