1922 - Plan of merger or consolidation.
§ 1922. Plan of merger or consolidation. (a) Preparation of plan.--A plan of merger or consolidation, as the case may be, shall be prepared, setting forth: (1) The terms and conditions of the merger or consolidation. (2) If the surviving or new corporation is or is to be a domestic business corporation: (i) any changes desired to be made in the articles, which may include a restatement of the articles in the case of a merger; or (ii) in the case of a consolidation, all of the statements required by this subpart to be set forth in restated articles. (3) The manner and basis of converting the shares of each corporation into shares or other securities or obligations of the surviving or new corporation, as the case may be, and, if any of the shares of any of the corporations that are parties to the merger or consolidation are not to be converted solely into shares or other securities or obligations of the surviving or new corporation, the shares or other securities or obligations of any other person or cash, property or rights that the holders of such shares are to receive in exchange for, or upon conversion of, such shares, and the surrender of any certificates evidencing them, which securities or obligations, if any, of any other person or cash, property or rights may be in addition to or in lieu of the shares or other securities or obligations of the surviving or new corporation. (4) Any provisions desired providing special treatment of shares held by any shareholder or group of shareholders as authorized by, and subject to the provisions of, section 1906 (relating to special treatment of holders of shares of same class or series). (5) Such other provisions as are deemed desirable. (b) Post-adoption amendment.--A plan of merger or consolidation may contain a provision that the boards of directors of the constituent corporations may amend the plan at any time prior to its effective date, except that an amendment made subsequent to the adoption of the plan by the shareholders of any constituent domestic business corporation shall not change: (1) The amount or kind of shares, obligations, cash, property or rights to be received in exchange for or on conversion of all or any of the shares of the constituent domestic business corporation adversely to the holders of those shares. (2) Any provision of the articles of the surviving or new corporation as it is to be in effect immediately following consummation of the merger or consolidation except provisions that may be amended without the approval of the shareholders under section 1914(c)(2) (relating to adoption of amendments). (3) Any of the other terms and conditions of the plan if the change would adversely affect the holders of any shares of the constituent domestic business corporation. (c) Proposal.--Except where the approval of the board of directors is unnecessary under this subchapter, every merger or consolidation shall be proposed in the case of each domestic business corporation by the adoption by the board of directors of a resolution approving the plan of merger or consolidation. Except where the approval of the shareholders is unnecessary under this subchapter, the board of directors shall direct that the plan be submitted to a vote of the shareholders entitled to vote thereon at a regular or special meeting of the shareholders. (d) Party to plan or transaction.--A corporation, partnership, business trust or other association that approves a plan in its capacity as a shareholder or creditor of a merging or consolidating corporation, or that furnishes all or a part of the consideration contemplated by a plan, does not thereby become a party to the plan or the merger or consolidation for the purposes of this subchapter. (e) Reference to outside facts.--Any of the terms of a plan of merger or consolidation may be made dependent upon facts ascertainable outside of the plan if the manner in which the facts will operate upon the terms of the plan is set forth in the plan. Such facts may include, without limitation, actions or events within the control of or determinations made by a party to the plan or a representative of a party to the plan. (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsecs. (b) and (c), added subsec. (e), carried without amendment subsec. (a)(5) and deleted subsec. (a) last sentence. 1992 Amendment. Act 169 amended subsecs. (a)(3) and (d). 1990 Amendment. Act 198 amended subsecs. (a)(4) and (d). Cross References. Section 1922 is referred to in section 1924 of this title.