§ 28-1-7-8 — Execution of merger agreement; administrative approval; abandonment of planned merger

Indiana § 28-1-7-8

• Jurisdiction: Indiana
• Art. 1: DEPARTMENT OF FINANCIAL INSTITUTIONS
• Ch. 7: Merger and Consolidation of Banks, Trust Companies,

Text

(a) After the adoption of the agreement of
merger by the shareholders, the agreement shall be signed on behalf of
each corporation by:
(1) its president or a vice president; and
(2) its secretary or cashier.
(b) If the department considers it to be advisable and in the best
interests of the creditors and shareholders of any two (2) or more
merging corporations, the corporations may merge by complying with
the provisions of this chapter other than sections 3 and 5 of this
chapter. However, in a merger under this subsection, waivers of the
notice of meetings provided for in sections 3 and 5 of this chapter shall
be procured from a majority of the shareholders of each of the merging
corporations.
(c) A proposed merger may be abandoned (subject to contractual
rights), without further shareholder action, in accordance with the
procedure set forth in the agreement of merger or, if none is set forth,
in the manner determined by the board of directors for the corporation
that seeks to abandon the merger.
Formerly: Acts 1933, c.40, s.121; Acts 1965, c.356, s.7. As
amended by P.L.263-1985, SEC.28; P.L.256-1989, SEC.2;
P.L.122-1994, SEC.48.