17:14A-36 - Merger agreement; authorization - New Jersey Statutes

17:14A-36.  Merger agreement;  authorization
    The boards of directors of each company proposing to merge shall authorize the execution of a merger agreement which shall contain:

    a.  The names of the safe deposit companies proposing to merge and the location of the principal office and branch offices of the merging company;

    b.  The name of the company into which they propose to merge, which is hereinafter designated as the surviving company;

    c.  The location of the principal office of the surviving company;

     d.  The names of the persons who will be the directors of the surviving company;

     e.  The names of the persons who will be the officers of the surviving company;

     f.  The locations then occupied by the principal offices, branch offices of  the merging companies and the surviving company which will be continued as branch offices of the surviving company;

    g.  The effective date of the merger;

     h.  The amount of capital stock, the number of shares into which it will be  divided, the par value of each share, which the surviving company will have  after the merger is affected;

    i.  The manner and basis of converting the shares of each merging company into shares, other securities, or obligations of the surviving company, or into  cash or other consideration which may include shares or other securities or  obligations of a corporation not a party to the merger, or into any combinations thereof;

    j.  A statement of any amendments in the certificate of incorporation of the  surviving company to be effected by the merger;  and

    k.  Any other provisions, not inconsistent with this chapter, which may be necessary or appropriate to effect the merger.

     L.1983, c. 566, s. 17:14A-36.