§ 7-1.2-1001 - Procedure for merger. - Rhode Island Statutes

SECTION 7-1.2-1001

   § 7-1.2-1001  Procedure for merger. –(a) Any two (2) or more domestic corporations may merge into one of thecorporations, or into a new corporation, pursuant to a plan of merger approvedin the manner provided in this chapter.

   (b) The board of directors of each corporation shall, byresolution adopted by each board, approve a plan of merger stating:

   (1) The names of the corporations proposing to merge, and thename of the corporation which will survive or result from the merger, which ishereinafter designated as the surviving corporation.

   (2) The terms and conditions of the proposed merger.

   (3) The manner and basis of converting the shares of eachmerging corporation (other than those held by the surviving corporation, ifany) into shares or obligations or other securities of the survivingcorporation or, in whole or in part, into cash, property, or shares,obligations, or other securities of any other corporation.

   (4) Any amendments to the articles of incorporation of thesurviving corporation to be effected by the merger, or if no amendments aredesired, a statement that the articles of incorporation of one of thecorporations are the articles of incorporation of the surviving corporation, orin the case of a new corporation, all of the statements required to be statedin articles of incorporation for corporations organized under this chapter.

   (5) Any other provisions with respect to the proposed mergerthat are deemed necessary or desirable.