§415-74 Articles of merger or consolidation.
(a) Upon receiving the approvals required by sections 415-71, 415-72, 415-72A, and 415-73, articles of merger or articles of consolidation shall be delivered to the director for filing and shall set forth:(1) Either:
(A) The names and jurisdictions of incorporation of the corporations proposing to merge, and the name and jurisdiction of incorporation of the corporation into which they propose to merge which is hereinafter designated as the surviving corporation; or
(B) The names and jurisdictions of incorporation of the corporations proposing to consolidate, and the name and jurisdiction of incorporation of the new corporation into which they propose to consolidate which is hereinafter designated as the new corporation;
(2) A statement that the plan of merger, or the plan of consolidation has been approved by the board of directors of each corporation involved in the merger or consolidation;
(3) Either:
(A) A statement that the vote of shareholders is not required by virtue of section 415-73(e); or
(B) As to each corporation, the approval of whose shareholders is required, the number of shares outstanding and, if the shares of any class were entitled to vote as a class, the designation and number of outstanding shares of each class;
(4) As to each corporation the approval of whose shareholders is required, the number of shares voted for and against the plan, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each class voted for and against the plan, respectively; and
(5) A statement indicating the changes in the articles of incorporation of the surviving corporation to be effected by the merger or consolidation.
(b) The certificate of merger or certificate of consolidation shall be returned to the surviving or new corporation, as the case may be, or its representative. [L 1983, c 167, pt of §1; am L 1985, c 270, §4; am L 1987, c 135, §49; am L 1988, c 373, §3; am L 1999, c 249, §8; am L 2000, c 219, §8]