Section 902. Plan of merger or consolidation  


Latest version.
  • (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.