State Codes and Statutes

Statutes > Utah > Title-16 > Chapter-10a > 16-10a-1104

16-10a-1104. Merger of parent and subsidiary.
(1) By complying with the provision of this section, a parent corporation owning at least90% of the outstanding shares of each class of a subsidiary corporation may either merge thesubsidiary into itself or merge itself into the subsidiary.
(2) The board of directors of the parent shall adopt and its shareholders, if required bySubsection (3), shall approve a plan of merger that sets forth:
(a) the names of the parent and subsidiary and the name of the surviving entity;
(b) the terms and conditions of the merger;
(c) the manner and basis of converting the shares of each corporation into shares,obligations, or other securities of the surviving or any other corporation or into money or otherproperty in whole or part;
(d) any amendments to the articles of incorporation of the surviving corporation to beeffected by the merger; and
(e) any other provisions relating to the merger as may be determined to be necessary ordesirable.
(3) A vote of the shareholders of the subsidiary is not required with respect to the merger.If the subsidiary will be the surviving corporation, the approval of the shareholders of the parentshall be sought in the manner provided in Subsections 16-10a-1103(1) through (6). If the parentwill be the surviving corporation, no vote of its shareholders is required if all of the provisions ofSubsection 16-10a-1103(7) are met with respect to the merger. If all the provisions are not met,the approval of the shareholders of the parent shall be sought in the manner provided inSubsections 16-10a-1103(1) through (6).
(4) The parent shall mail a copy or summary of the plan of merger to each shareholder ofthe subsidiary (other than the parent) who does not waive this mailing requirement in writing.
(5) The effective date of the merger may not be earlier than the date on which allshareholders of the subsidiary waived the mailing requirement of Subsection (4) or 10 days afterthe date the parent mailed a copy or summary of the plan of merger to each shareholder of thesubsidiary who did not waive the mailing requirement.

Amended by Chapter 184, 1993 General Session

State Codes and Statutes

Statutes > Utah > Title-16 > Chapter-10a > 16-10a-1104

16-10a-1104. Merger of parent and subsidiary.
(1) By complying with the provision of this section, a parent corporation owning at least90% of the outstanding shares of each class of a subsidiary corporation may either merge thesubsidiary into itself or merge itself into the subsidiary.
(2) The board of directors of the parent shall adopt and its shareholders, if required bySubsection (3), shall approve a plan of merger that sets forth:
(a) the names of the parent and subsidiary and the name of the surviving entity;
(b) the terms and conditions of the merger;
(c) the manner and basis of converting the shares of each corporation into shares,obligations, or other securities of the surviving or any other corporation or into money or otherproperty in whole or part;
(d) any amendments to the articles of incorporation of the surviving corporation to beeffected by the merger; and
(e) any other provisions relating to the merger as may be determined to be necessary ordesirable.
(3) A vote of the shareholders of the subsidiary is not required with respect to the merger.If the subsidiary will be the surviving corporation, the approval of the shareholders of the parentshall be sought in the manner provided in Subsections 16-10a-1103(1) through (6). If the parentwill be the surviving corporation, no vote of its shareholders is required if all of the provisions ofSubsection 16-10a-1103(7) are met with respect to the merger. If all the provisions are not met,the approval of the shareholders of the parent shall be sought in the manner provided inSubsections 16-10a-1103(1) through (6).
(4) The parent shall mail a copy or summary of the plan of merger to each shareholder ofthe subsidiary (other than the parent) who does not waive this mailing requirement in writing.
(5) The effective date of the merger may not be earlier than the date on which allshareholders of the subsidiary waived the mailing requirement of Subsection (4) or 10 days afterthe date the parent mailed a copy or summary of the plan of merger to each shareholder of thesubsidiary who did not waive the mailing requirement.

Amended by Chapter 184, 1993 General Session


State Codes and Statutes

State Codes and Statutes

Statutes > Utah > Title-16 > Chapter-10a > 16-10a-1104

16-10a-1104. Merger of parent and subsidiary.
(1) By complying with the provision of this section, a parent corporation owning at least90% of the outstanding shares of each class of a subsidiary corporation may either merge thesubsidiary into itself or merge itself into the subsidiary.
(2) The board of directors of the parent shall adopt and its shareholders, if required bySubsection (3), shall approve a plan of merger that sets forth:
(a) the names of the parent and subsidiary and the name of the surviving entity;
(b) the terms and conditions of the merger;
(c) the manner and basis of converting the shares of each corporation into shares,obligations, or other securities of the surviving or any other corporation or into money or otherproperty in whole or part;
(d) any amendments to the articles of incorporation of the surviving corporation to beeffected by the merger; and
(e) any other provisions relating to the merger as may be determined to be necessary ordesirable.
(3) A vote of the shareholders of the subsidiary is not required with respect to the merger.If the subsidiary will be the surviving corporation, the approval of the shareholders of the parentshall be sought in the manner provided in Subsections 16-10a-1103(1) through (6). If the parentwill be the surviving corporation, no vote of its shareholders is required if all of the provisions ofSubsection 16-10a-1103(7) are met with respect to the merger. If all the provisions are not met,the approval of the shareholders of the parent shall be sought in the manner provided inSubsections 16-10a-1103(1) through (6).
(4) The parent shall mail a copy or summary of the plan of merger to each shareholder ofthe subsidiary (other than the parent) who does not waive this mailing requirement in writing.
(5) The effective date of the merger may not be earlier than the date on which allshareholders of the subsidiary waived the mailing requirement of Subsection (4) or 10 days afterthe date the parent mailed a copy or summary of the plan of merger to each shareholder of thesubsidiary who did not waive the mailing requirement.

Amended by Chapter 184, 1993 General Session