92A.100 - Authority for merger; approval, contents and form of plan of merger. - Nevada Statutes

92A.100  Authority for merger; approval, contents and form of plan of merger.

      1.  Except as limited by NRS 78.411 to 78.444, inclusive, one or more domestic entities may merge into another entity if the plan of merger is approved pursuant to the provisions of this chapter.

      2.  Except as otherwise provided in NRS 92A.180, the plan of merger must set forth:

      (a) The name and jurisdiction of organization of each constituent entity;

      (b) The name, jurisdiction of organization and kind of entity or entities that will survive the merger;

      (c) The terms and conditions of the merger; and

      (d) The manner and basis, if any, of converting the owner’s interests of each constituent entity into owner’s interests, rights to purchase owner’s interests, or other securities of the surviving or other entity or into cash or other property in whole or in part or cancelling such owner’s interests in whole or in part.

      3.  The plan of merger may set forth:

      (a) Amendments to the constituent documents of the surviving entity; and

      (b) Other provisions relating to the merger.

      4.  The plan of merger must be in writing.

      (Added to NRS by 1995, 2080; A 1997, 726; 2003, 3181; 2005, 2200)