As used in this article: (a) "Interests" means the proprietary interests in an other entity. (b) "Merger" means a business combination pursuant to section one thousand one hundred two of this article. (c) "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an other entity. (d) "Other entity" […]
(a) One or more domestic corporations may merge with a domestic or foreign corporation or other entity pursuant to a plan of merger. (b) A foreign corporation, or a domestic or foreign other entity, may be a party to the merger or may be created by the terms of the plan of merger, only if: […]
(a) Through a share exchange: (1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation, or all of the interests of one or more classes or series of interests of a domestic or foreign other entity, in exchange for shares […]
In the case of a domestic corporation that is a party to a merger or share exchange: (1) The plan of merger or share exchange must be adopted by the board of directors.
(a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety percent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another subsidiary, or merge itself into […]
(a) After a plan of merger or share exchange has been adopted and approved as required by this chapter, articles of merger or share exchange are to be executed on behalf of each party to the merger or share exchange by any officer or other duly authorized representative. The articles are to set forth: (1) […]
(a) When a merger takes effect: (1) The corporation or other entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be;
(a) Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign corporation or a domestic or foreign other entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved […]
(a) A corporation of this state may convert to a limited liability company, in accordance with this section. (b) The Board of Directors of the corporation which desires to convert under this section shall adopt a plan of conversion approving the conversion and recommending the approval of the conversion by the shareholders of the corporation. […]
