Section 293-A:11.08 Merger of Corporation and Other Entities.
(a) As used in this section, ""other entity'' or ""other entities'' shall mean domestic or foreign limited liability companies and limited partnerships authorized by applicable statute to merge with a corporation.
(b) Any one or more corporations may merge with one or more other entities. Such corporation or corporations and such one or more other entities may merge with or into a corporation, which may be any one of such corporations, or they may merge with or into an other entity, which may be any one of such other entities, pursuant to an agreement or plan of merger complying and approved in accordance with this section and otherwise in compliance with this section.
(c) Each such corporation and other entity shall enter into a written agreement or plan of merger. The agreement shall state:
(1) The terms and conditions of the merger;
(2) The mode of carrying the same into effect;
(3) The manner of converting the shares of stock of each such corporation and the limited liability company or partnership interests of each such other entity into shares, limited liability company or partnership interests, or other securities of the entity surviving such merger, and if any shares of any such corporation or any limited liability company or partnership interests of any such other entity are not to be converted solely into shares, limited liability company or partnership interests, or other securities of the entity surviving such merger, the cash, property, rights or securities of any other corporation or entity which the holders of such shares or limited liability company or partnership interests are to receive in exchange for, or upon conversion, of such shares or limited liability company or partnership interests and the surrender of any certificates evidencing such shares or interests, which cash, property, rights or securities of any other corporation or entity may be in addition to or in lieu of shares, limited liability company or partnership interests, or other securities of the entity surviving such merger; and
(4) Such other details or provisions as are deemed desirable, including, without limiting the generality of the foregoing, a provision for the payment of cash in lieu of the issuance of fractional shares or interests of the surviving corporation or other entity. Any of the terms of the agreement or plan of merger may be made dependent upon facts ascertainable outside of such agreement or plan, provided that the manner in which such facts shall operate upon the terms of the agreement or plan is clearly and expressly set forth in the agreement or plan of merger.
(d) The agreement or plan required by subsection (c) shall be adopted by the board of directors of each of the corporations and approved by the shareholders of each of the corporations to the extent required and in the same manner as is provided in RSA 293-A:11.03 and, in the case of the other entities, shall be approved in accordance with their limited liability company or partnership agreements and in accordance with the laws of the state under which they are formed, as the case may be.
(e) After a plan or agreement of merger is adopted and approved in the manner required by subsection (d), the surviving corporation or other entity shall deliver to the secretary of state for filing a certificate of merger setting forth:
(1) The name and jurisdiction of formation or organization of each business entity that is to merge;
(2) That an agreement or plan of merger has been approved, adopted, and executed by each business entity that is a party to the merger;
(3) The name of the surviving entity;
(4) If a corporation is the surviving entity of the merger, the plan of merger;
(5) If shareholder approval was not required, a statement to that effect;
(6) If approval of the shareholders of one or more corporations party to the merger was required:
(i) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and
(ii) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group;
(7) In the case of a merger in which a corporation is the surviving entity, such amendments or changes in the articles of incorporation of the surviving corporation as are desired to be effected by the merger; and
(8) If the surviving entity is not a corporation, that the executed agreement of merger is on file at the principal place of business of the surviving business entity and the address thereof and that a copy of the agreement of merger will be furnished by the surviving entity, on request and without cost, to any shareholder of any constituent corporation, any member of any constituent limited liability company, or any partner of a constituent limited partnership.
(f) A merger takes effect upon the effective date of the certificate of merger.
(g) Upon the merger taking effect, a surviving foreign corporation or other entity of a merger is deemed:
(1) To appoint the secretary of state as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger; and
(2) To agree that it will promptly pay to the dissenting shareholders of each corporation party to the merger the amount, if any, to which they are entitled under RSA 293-A:13.01 through 293-A:13.31.
Source. 1997, 120:2, eff. Aug. 8, 1997.