347.715. Agreement of merger or consolidation--contents. - Missouri Statutes

Agreement of merger or consolidation--contents.

347.715. Each constituent entity shall enter into a writtenagreement of merger or consolidation. The agreement of merger orconsolidation shall set forth:

(1) The name and state or country of organization of eachconstituent entity and the name of the surviving entity intowhich each other constituent entity proposes to merge or the newentity into which each constituent entity proposes toconsolidate;

(2) The terms and conditions of the merger orconsolidation;

(3) The manner and basis of converting the interests orshares of stock in each constituent entity in the merger orconsolidation into interests, shares, or other securities orobligations, as the case may be, of the surviving entity, of thenew entity or of any other person, or, in whole or in part, intocash or other property;

(4) In the case of a merger, such amendments to theorganizational documents of the surviving entity, as are desiredto be effected by the merger, or that no such changes aredesired;

(5) In the case of a consolidation, all statements requiredto be set forth in the organizational documents of the newentity; and

(6) Such other provisions relating to the proposed mergeror consolidation as are deemed necessary or desirable by theconstituent entities.

(L. 1993 S.B. 66 & 20 § 359.904)

Effective 12-1-93