29-753
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29-753. Plan of merger or consolidation The plan of merger or consolidation shall be in writing and shall set forth: 1. The name and jurisdiction of formation or organization of each business entity that plans to merge or consolidate. 2. The name of the surviving or resulting business entity. 3. The terms and conditions of the proposed merger or consolidation. 4. The manner and basis of converting the rights or securities of or interests in each business entity that is a party to the merger or consolidation into obligations, rights or securities of or interests in the surviving or resulting business entity or into cash or other property, in whole or in part. 5. In the case of a merger, the amendments to the following documents of the surviving or resulting business entity that are desired to be effected by the merger or a statement that no such amendments are desired: (a) If a domestic or foreign limited liability company, the articles of organization. (b) If a corporation, the articles or certificate of incorporation. (c) If a limited partnership, the certificate of limited partnership. (d) If any type of business entity other than the type described in subdivision (a), (b) or (c) of this paragraph, an organizational document that is similar to the documents provided in subdivision (a), (b) or (c) of this paragraph. 6. In the case of a consolidation, all statements required to be set forth in the following documents of the resulting business entity: (a) If a domestic or foreign limited liability company, the articles of organization. (b) If a corporation, the articles or certificate of incorporation. (c) If a limited partnership, the certificate of limited partnership. (d) If any type of business entity other than the type described in subdivision (a), (b) or (c) of this paragraph, an organizational document that is similar to the documents provided in subdivision (a), (b) or (c) of this paragraph. 7. Other provisions concerning the proposed merger or consolidation that are deemed necessary or desirable. |