§ 7-16-60 - Plan of merger or consolidation.
SECTION 7-16-60
§ 7-16-60 Plan of merger or consolidation.– (a) Each constituent entity shall enter into a written plan of merger orconsolidation, which shall be approved by each domestic constituent entity inaccordance with § 7-16-61.
(b) The plan of merger or consolidation shall set forth:
(1) The name of each limited liability company, corporationand limited partnership which is a constituent entity in the merger orconsolidation and the name of the surviving entity into which each otherconstituent entity proposes to merge or the new entity into which eachconstituent entity proposes to consolidate;
(2) The terms and conditions of the proposed merger orconsolidation;
(3) The manner and basis of converting the interests in eachlimited liability company, the shares of stock or other interests in eachcorporation and the interests in each limited partnership that is a constituententity in the merger or consolidation, other than those, in the case of amerger, held by the surviving entity into interests, shares, or othersecurities or obligations of the surviving entity or the new entity, or of anyother limited liability company, corporation, limited partnership, or otherentity, or, in whole or in part, into cash or other property;
(4) In the case of a merger where the surviving entity isdomestic, any amendments to the articles of organization of a limited liabilitycompany, articles of incorporation of a corporation or certificate of limitedpartnership of a limited partnership of the surviving entity that are to beeffected by the merger, or that no changes are desired;
(5) In the case of a consolidation where the new entity isdomestic, all of the statements required to be set forth in articles oforganization of any new entity that is a limited liability company, articles ofincorporation of any new entity that is a corporation, or certificate oflimited partnership of any new entity that is a limited partnership; and
(6) Any other provisions relating to the proposed merger orconsolidation that are deemed necessary or desirable.