LD 2290
pg. 2
Page 1 of 31 An Act to Improve Business Entity Filings and Authorize Mergers, Consolidations... Page 3 of 31
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LR 3693
Item 1

 
the holder of the shares or limited liability company or
partnership interests are to receive in connection with the
merger or consolidation; and

 
E.__Any other details or provisions as are determined
desirable, including, but not limited to, a provision for
the payment of cash in lieu of the issuance of fractional
shares or interests of the surviving or resulting
corporation or other business entity.

 
Any of the terms of the agreement or plan of merger or
consolidation may be made dependent upon facts ascertainable
outside of the agreement or plan, as long as the manner in which
the facts operate upon the terms of the agreement or plan is
clearly and expressly set forth in the agreement or plan of
merger or consolidation.

 
4.__Manner of approval.__The written agreement or plan of
merger or consolidation required under subsection 3 must be
adopted by the board of directors of each corporation and
approved by the shareholders of each corporation to the extent
required and in the same manner as provided in section 902.__In
the case of the other business entities, the agreement or plan
must be approved in accordance with the laws of the state under
which they are formed and, to the extent allowed under such laws,
in accordance with their governing documents.

 
5.__Articles of merger or consolidation.__After a written
agreement or plan of merger or consolidation is adopted and
approved in the manner required by subsection 4, the surviving or
resulting corporation or other business entity shall deliver to
the Secretary of State for filing articles of merger or
consolidation setting forth:

 
A.__The name and current jurisdiction of each business
entity that is to merge or consolidate;

 
B.__That an agreement or plan of merger or consolidation has
been approved, adopted and executed by each business entity
that is a party to the merger or consolidation;

 
C.__The name of the surviving or resulting corporation or
other business entity;

 
D.__If a corporation is the surviving entity of the merger
or consolidation, the written agreement or plan of merger or
consolidation;


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