181.1101

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181.1101 Approval of plan of merger.

181.1101(1)

(1) In general. One or more corporations may merge with or into one or more other business entities if the plan of merger is approved as provided in § 181.1103 and if the merger is permitted under the applicable law of the jurisdiction that governs each other business entity that is a party to the merger and each business entity approves the plan of merger in the manner required by the laws applicable to the business entity.

181.1101(2)

(2) Required information. The plan of merger shall include all of the following information:

181.1101(2)(a)

(a) The name, form of business entity, and identity of the jurisdiction governing each business entity planning to merge and the name, form of business entity, and identity of the jurisdiction of the surviving business entity into which each other business entity plans to merge.

181.1101(2)(b)

(b) The terms and conditions of the planned merger.

181.1101(2)(d)

(d) The manner and basis, if any, of converting the shares or other interests in each business entity that is a party to the merger into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property in whole or part.

181.1101(3)

(3) Permitted information. The plan of merger may include any of the following:

181.1101(3)(a)

(a) Amendments to the articles of incorporation or other similar governing document of the surviving business entity.

181.1101(3)(b)

(b) Other provisions relating to the planned merger.