N.Y. Business Corporation Law 902 – Plan of merger or consolidation
§ 902. Plan of merger or consolidation.
Terms Used In N.Y. Business Corporation Law 902
- Consolidated corporation: means the new corporation into which two or more constituent corporations are consolidated. See N.Y. Business Corporation Law 901
- Consolidation: means a procedure of the character described in subparagraph (a) (2). See N.Y. Business Corporation Law 901
- Constituent corporation: means an existing corporation that is participating in the merger or consolidation with one or more other corporations. See N.Y. Business Corporation Law 901
- Constituent entity: means a domestic or foreign corporation or other business entity, that is participating in the merger or consolidation with one or more domestic or foreign corporations. See N.Y. Business Corporation Law 901
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Merger: means a procedure of the character described in subparagraph (a) (1). See N.Y. Business Corporation Law 901
- Surviving corporation: means the constituent corporation into which one or more other constituent corporations are merged. See N.Y. Business Corporation Law 901
(a) The board of each corporation proposing to participate in a merger or consolidation under section 901 (Power of merger or consolidation) shall adopt a plan of merger or consolidation, setting forth:
(1) The name of each constituent entity and, if the name of any of them has been changed, the name under which it was formed; and the name of the surviving corporation, or the name, or the method of determining it, of the consolidated corporation.
(2) As to each constituent corporation, the designation and number of outstanding shares of each class and series, specifying the classes and series entitled to vote and further specifying each class and series, if any, entitled to vote as a class; and, if the number of any such shares is subject to change prior to the effective date of the merger or consolidation, the manner in which such change may occur.
(3) The terms and conditions of the proposed merger or consolidation, including the manner and basis of converting the shares of each constituent corporation into shares, bonds or other securities of the surviving or consolidated corporation, or the cash or other consideration to be paid or delivered in exchange for shares of each constituent corporation, or a combination thereof.
(4) In case of merger, a statement of any amendments or changes in the certificate of incorporation of the surviving corporation to be effected by such merger; in case of consolidation, all statements required to be included in a certificate of incorporation for a corporation formed under this chapter, except statements as to facts not available at the time the plan of consolidation is adopted by the board.
(5) Such other provisions with respect to the proposed merger or consolidation as the board considers necessary or desirable.