17-7704. Agreement of merger or consolidation; requirements.
17-7704
17-7704. Agreement of merger or consolidation; requirements.
Each constituent entity shall enter into a written agreement
of
merger or consolidation. The agreement of merger or consolidation shall set
forth:
(a) The name and state or country of organization of each constituent entity
and the name of the surviving entity into which each other constituent entity
proposes to merge or the new entity into which each constituent entity proposes
to consolidate;
(b) the terms and conditions of the merger or consolidation;
(c) the manner and basis of converting the interests or shares of stock in
each constituent entity in the merger or consolidation into interests, shares
or 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 or
other property;
(d) in the case of a merger, such amendments to the organizational documents
of the surviving entity, as are desired to be effected by the merger, or that
no such changes are desired;
(e) in the case of a consolidation, all statements required to be set forth
in the organizational documents of the new entity; and
(f) such other provisions relating to the proposed merger or consolidation
as are deemed necessary or desirable by the constituent entities.
History: L. 1995, ch. 245, § 8; July 1.