Section 47-1A-1102.3 - Plan of merger--Required content. - South-dakota Statutes

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47-1A-1102.3. Plan of merger--Required content. The plan of merger must include:
(1) The name of each domestic or foreign business corporation or eligible entity that will merge and the name of the domestic or foreign business corporation or eligible entity that will be the survivor of the merger;
(2) The terms and conditions of the merger;
(3) The manner and basis of converting the shares of each merging domestic or foreign business corporation and eligible interests of each merging domestic or foreign eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, other property, or any combination of the foregoing;
(4) The articles of incorporation of any domestic or foreign business or nonprofit corporation, or the organic documents of any domestic or foreign unincorporated entity, to be created by the merger, or if a new domestic or foreign business or nonprofit corporation or unincorporated entity is not to be created by the merger, any amendments to the survivor's articles of incorporation or organic documents; and
(5) Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of incorporation or organic document of any such party.
Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with §§ 47-1A-120.1 to 47-1A-120.3, inclusive.

Source: SL 2005, ch 239, § 252.

State Codes and Statutes

Statutes > South-dakota > Title-47 > Chapter-01a > Statute-47-1a-1102-3

47-1A-1102.3. Plan of merger--Required content. The plan of merger must include:
(1) The name of each domestic or foreign business corporation or eligible entity that will merge and the name of the domestic or foreign business corporation or eligible entity that will be the survivor of the merger;
(2) The terms and conditions of the merger;
(3) The manner and basis of converting the shares of each merging domestic or foreign business corporation and eligible interests of each merging domestic or foreign eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, other property, or any combination of the foregoing;
(4) The articles of incorporation of any domestic or foreign business or nonprofit corporation, or the organic documents of any domestic or foreign unincorporated entity, to be created by the merger, or if a new domestic or foreign business or nonprofit corporation or unincorporated entity is not to be created by the merger, any amendments to the survivor's articles of incorporation or organic documents; and
(5) Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of incorporation or organic document of any such party.
Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with §§ 47-1A-120.1 to 47-1A-120.3, inclusive.

Source: SL 2005, ch 239, § 252.

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State Codes and Statutes

Statutes > South-dakota > Title-47 > Chapter-01a > Statute-47-1a-1102-3

47-1A-1102.3. Plan of merger--Required content. The plan of merger must include:
(1) The name of each domestic or foreign business corporation or eligible entity that will merge and the name of the domestic or foreign business corporation or eligible entity that will be the survivor of the merger;
(2) The terms and conditions of the merger;
(3) The manner and basis of converting the shares of each merging domestic or foreign business corporation and eligible interests of each merging domestic or foreign eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, other property, or any combination of the foregoing;
(4) The articles of incorporation of any domestic or foreign business or nonprofit corporation, or the organic documents of any domestic or foreign unincorporated entity, to be created by the merger, or if a new domestic or foreign business or nonprofit corporation or unincorporated entity is not to be created by the merger, any amendments to the survivor's articles of incorporation or organic documents; and
(5) Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of incorporation or organic document of any such party.
Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with §§ 47-1A-120.1 to 47-1A-120.3, inclusive.

Source: SL 2005, ch 239, § 252.