§ 8-4-16-2 — Joint agreement; stocks and bonds

Such consolidation or merger shall be made in
the following manner:
(1) The directors of the companies proposing to consolidate or
merge may enter into a joint agreement, under the corporate seal
of each company, for the consolidation or merger of such
companies, and prescribing the terms and conditions thereof, the
mode of carrying the same into effect, the name of the new
company in the case of a consolidation or of the company that is
to survive in the case of a merger, the number and names of the
directors and other officers thereof, and in case of a consolidation
who shall be the first directors and officers of the new company
and their places of residence, and either the amount of the
authorized capital stock of the new or surviving company and the
number and par value of the shares of which it is to consist or, if
the new or surviving company is to issue shares without par value
or shares of more than one (1) class, the statements required in
such case by IC 8-4-1-1, and the manner of converting into the
capital stock of the new or surviving company, or of otherwise
disposing of, the capital stock of each company, the capital stock
of which is to be so converted or disposed of, and how and when
the directors shall be chosen, with such other details as they shall
deem necessary to perfect such consolidation or merger; provided,
however, that in case of a merger it shall not be necessary for such
joint agreement to contain the provisions above specified with
regard to the directors and officers and capital stock of the
surviving company unless, and then only to the extent that,
changes in respect to such matters are to be made by such merger
agreement. Such joint agreement may also provide for the issue
of shares of the capital stock of the new or surviving company in
exchange for or conversion of bonds or other evidences of debt of
each, all or any of the companies so consolidated or merged and
may prescribe the manner, terms, and conditions of effecting such
exchange or conversion. But in no case shall the capital stock,
bonds, and other evidences of debt of the company formed by
such consolidation or of the surviving company in case of a
merger, including any shares of its capital stock issued in
exchange for or conversion of bonds or other evidences of debt as
herein provided, exceed the sum of the capital stock, bonds, and
other evidences of debt of the companies parties to such
consolidation or merger, at the par value thereof or, in the case of
stock without par value, the amount of the consideration received
therefor or the amount of the stated capital applicable thereto if
greater than the amount of such consideration. Nor shall any
bonds or other evidences of debt be issued as a consideration for
such consolidation or merger. If any of the companies parties to
such consolidation or merger is a corporation organized under the
laws of any other state or states, or of any other state or states and
this state, the joint agreement herein provided for may fix the
location of the principal office of the new or surviving company
in any of said states.
(2) If the holders of outstanding shares of stocks of any of the
companies parties to such joint agreement representing two-thirds
(2/3) (or such greater proportion as the articles of association,
consolidation, or merger under which such company was formed
may require) of the voting power of all the stock of such company
entitled to vote thereon shall by consent in writing, acknowledged
as are deeds entitled to be recorded and endorsed upon or
annexed to such joint agreement, signify their assent thereto, it
shall be deemed and taken as the adoption of such agreement by
and on behalf of such company. If such agreement shall not be
assented to in writing by stockholders of any of the companies
parties thereto, as provided in this section, such agreement shall
be submitted to the stockholders of such company at a meeting
thereof called for the purpose of considering the same. Due notice
of the time and place of holding such meeting, and the object
thereof, shall be given by such company to its stockholders by
written or printed notices addressed to each of the persons in
whose names the capital stock of such company stands on the
books thereof, and delivered to such persons respectively or sent
to them by mail if their postoffice address is known to the
company, at least thirty (30) days before the time of holding such
meeting, and also by a general notice published at least once a
week for four (4) weeks successively in some newspaper
published in the city, town, or county where such company has its
principal office or place of business. At such meeting of
stockholders, such agreement shall be considered and a vote by
ballot taken for the adoption or rejection of the same and if the
votes of the holders of outstanding shares of stock of such
company representing at least two-thirds (2/3) (or such greater
proportion of said articles may require) of the voting power of all
the stock of such company entitled to vote thereon, present and
voting in person or by proxy, shall be for the adoption of such
agreement, then that fact shall be certified thereon by the
secretary or assistant secretary of such company, under the seal
thereof. When such agreement shall have been consented to or
adopted by stockholders of each of the companies parties thereto,
as provided in this section, such agreement, or a certified copy
thereof, shall be filed in the office of the secretary of state and
shall thenceforth be deemed and taken to be the agreement and
act of consolidation or merger of the companies parties thereto,
and thereafter such companies shall be one (1) company by the
name provided in such agreement, but such act of consolidation
or merger shall not release such new or surviving company from
any of the restrictions, liabilities, or duties of the several
companies parties to such consolidation or merger.
Formerly: Acts 1937, c.59, s.2. As amended by P.L.62-1984,
SEC.71.