Idaho Code 30-22-202 – Plan of Merger
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(a) A domestic entity may become a party to a merger under this part by approving a plan of merger. The plan must be in a record and contain:
(1) As to each merging entity, its name, jurisdiction of formation, and type of entity;
(2) If the surviving entity is to be created in the merger, a statement to that effect and the entity’s name, jurisdiction of formation, and type of entity;
(3) The manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4) If the surviving entity exists before the merger, any proposed amendments to:
(A) Its public organic record, if any; and
(B) Its private organic rules that are, or are proposed to be, in a record;
(5) If the surviving entity is to be created in the merger:
(A) Its proposed public organic record, if any; and
(B) The full text of its private organic rules that are proposed to be in a record;
(6) The other terms and conditions of the merger; and
(7) Any other provision required by the law of a merging entity’s jurisdiction of formation or the organic rules of a merging entity.
(b) In addition to the requirements of subsection (a) of this section, a plan of merger may contain any other provision not prohibited by law.
Terms Used In Idaho Code 30-22-202
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Merger: means a transaction in which two (2) or more merging entities are combined into a surviving entity pursuant to a record filed by the secretary of state. See Idaho Code 30-22-102
- Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Idaho Code 30-22-102
- Plan: means a plan of merger, plan of interest exchange, plan of conversion or plan of domestication. See Idaho Code 30-22-102
- Plan of merger: means a plan under section 30-22-202, Idaho Code. See Idaho Code 30-22-102
- Property: includes both real and personal property. See Idaho Code 73-114
- Surviving entity: means the entity that continues in existence after or is created by a merger under part 2 of this chapter. See Idaho Code 30-22-102