30-18-202 PLAN OF MERGER. - Idaho Statutes

TITLE 30

CORPORATIONS

CHAPTER 18

IDAHO ENTITY TRANSACTIONS ACT

PART 2

MERGER

30-18-202. Plan of merger. (1) A domestic entity may become a party to a merger under this part by approving a plan of merger. The plan must be in a record and contain:

(a) As to each merging entity, its name, jurisdiction of organization, and type;

(b) If the surviving entity is to be created in the merger, a statement to that effect and its name, jurisdiction of organization, and type;

(c) The manner of converting the interests in each party to the merger into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing;

(d) If the surviving entity exists before the merger, any proposed amendments to its public organic document or to its private organic rules that are, or are proposed to be, in a record;

(e) If the surviving entity is to be created in the merger, its proposed public organic document, if any, and the full text of its private organic rules that are proposed to be in a record;

(f) The other terms and conditions of the merger; and

(g) Any other provision required by the law of a merging entity’s jurisdiction of organization or the organic rules of a merging entity.

(2) A plan of merger may contain any other provision not prohibited by law.