Section 905. Merger of parent and subsidiary corporations

(a) Any  domestic  corporation  owning  at least ninety percent of the
  outstanding shares of each class  of  another  domestic  corporation  or
  corporations  may  either  merge  such other corporation or corporations
  into itself without the authorization of the shareholders  of  any  such
  corporation  or  merge itself and one or more of such other corporations
  into one of such other corporations with the authorization of the parent
  corporation's shareholders in accordance with paragraph (a)  of  section
  903  (Authorization  by shareholders). In either case, the board of such
  parent corporation shall adopt a plan of merger, setting forth:
    (1) The name of each corporation to be merged  and  the  name  of  the
  surviving  corporation, and if the name of any of them has been changed,
  the name under which it was formed.
    (2) The designation and number of outstanding shares of each class  of
  each  corporation  to  be  merged  and the number of such shares of each
  class, if any, owned by the surviving corporation; and if the number  of
  any  such shares is subject to change prior to the effective date of the
  merger, the manner in which such change may occur.
    (3) The terms and conditions of the  proposed  merger,  including  the
  manner and basis of converting the shares of each subsidiary corporation
  to  be  merged not owned by the parent corporation into shares, bonds or
  other securities of the surviving corporation,  or  the  cash  or  other
  consideration  to  be  paid  or delivered in exchange for shares of each
  such subsidiary corporation, or a combination thereof.
    (4) If the  parent  corporation  is  not  the  surviving  corporation,
  provision  for  the  pro  rata  issuance  of  shares  of  the  surviving
  corporation to the shareholders of the parent corporation  on  surrender
  of any certificates therefor.
    (5) If  the  parent  corporation  is  not the surviving corporation, a
  statement  of  any  amendments  or  changes  in   the   certificate   of
  incorporation of the surviving corporation to be effected by the merger.
    (6) Such  other  provisions with respect to the proposed merger as the
  board considers necessary or desirable.
    (b) If the surviving corporation is the parent corporation, a copy  of
  such plan of merger or an outline of the material features thereof shall
  be  given,  personally  or  by  mail,  to  all holders of shares of each
  subsidiary corporation to be merged not owned by the parent corporation,
  unless the giving of such copy  or  outline  has  been  waived  by  such
  holders.
    (c) A  certificate of merger, entitled "Certificate of merger of .....
  into ..... (names of corporations) under section  905  of  the  Business
  Corporation  Law",  shall  be  signed and delivered to the department of
  state by the surviving corporation. If the surviving corporation is  the
  parent  corporation and such corporation does not own all shares of each
  subsidiary corporation to be merged, such certificate shall be delivered
  not less than thirty days after the giving of a copy or outline  of  the
  material  features  of  the  plan of merger to shareholders of each such
  subsidiary corporation, or at any time after the waiving thereof by  the
  holders  of  all  of  the  outstanding  shares  of  each such subsidiary
  corporation not owned by  the  surviving  corporation.  The  certificate
  shall set forth:
    (1) The statements required by subparagraphs (a) (1), (2), (4) and (5)
  of this section.
    (2) The  effective date of the merger if other than the date of filing
  of the certificate of merger by the department of state.
    (3) The date when the certificate of incorporation of each constituent
  corporation was filed by the department of state.

    (4) A statement that the plan of merger was adopted by  the  board  of
  directors of the parent corporation.
    (5) If  the  surviving  corporation is the parent corporation and such
  corporation does not own all the shares of each  subsidiary  corporation
  to be merged, either the date of the giving to holders of shares of each
  such  subsidiary corporation not owned by the surviving corporation of a
  copy of the plan of merger  or  an  outline  of  the  material  features
  thereof, or a statement that the giving of such copy or outline has been
  waived, if such is the case.
    (6) If  the  parent  corporation  is  not the surviving corporation, a
  statement that the proposed merger has been approved by the shareholders
  of the parent corporation in accordance with paragraph  (a)  of  section
  903 (Authorization by shareholders).
    (d) The  surviving  corporation  shall thereafter cause a copy of such
  certificate, certified by the department of state, to be  filed  in  the
  office  of the clerk of each county in which the office of a constituent
  corporation, other than the surviving corporation, is  located,  and  in
  the  office  of the official who is the recording officer of each county
  in this state in which real property of a constituent corporation, other
  than the surviving corporation, is situated.
    (e) Paragraph (b) of section 903 (Authorization by shareholders) shall
  apply to a merger under this section.
    (f) The  right  of  merger  granted  by  this   section   to   certain
  corporations shall not preclude the exercise by such corporations of any
  other right of merger or consolidation under this article.