§415-72 Procedure for consolidation. Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided for in this chapter.

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

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

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

(3) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the new corporation or, in whole or in part, into cash or other property;

(4) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this chapter; and

(5) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable. [L 1983, c 167, pt of §1; am L 1985, c 270, §4; am L 1987, c 135, §46]