§415-71 Procedure for merger. Any two or more domestic corporations may merge into one of the corporations pursuant to a plan of merger approved in the manner provided for in this chapter.

The board of directors of each corporation shall, by resolution, approve a plan of merger setting forth:

(1) The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation;

(2) The terms and conditions of the proposed merger;

(3) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving corporation or of any other corporation held as an asset by any of the constituent corporations or, in whole or in part, into cash or other property;

(4) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger; and

(5) Such other provisions with respect to the proposed merger as are deemed necessary or desirable. [L 1983, c 167, pt of §1; am L 1985, c 270, §4; am L 1987, c 135, §45]