5924 - Adoption of plan. - Pennsylvania Statutes

§ 5924. Adoption of plan. (a) General rule.--The plan of merger or consolidation shall be adopted upon receiving the affirmative vote of the members present entitled to cast at least a majority of the votes which all members present are entitled to cast thereon of each of the merging or consolidating domestic corporations, and if any class of members is entitled to vote thereon as a class, the affirmative vote of the members present of such class entitled to cast at least a majority of the votes which all members present of such class are entitled to cast thereon. (b) Adoption in absence of voting members.--If the merging or consolidating corporation has no members entitled to vote thereon, a plan of merger or consolidation shall be deemed adopted by the corporation when it has been adopted by the board of directors or other body pursuant to section 5922 (relating to plan of merger or consolidation). (c) Termination of plan.--Any plan of merger or consolidation may contain a provision that at any time prior to the filing of articles of merger or consolidation in the Department of State the plan may be terminated by the board of directors or other body of any corporation which is a party to the plan notwithstanding adoption of the plan by all or any of the corporations which are parties to the plan. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989) 1988 Amendment. Act 177 amended subsec. (b).