§ 12:1358 — Agreement of merger or consolidation

A. Each constituent entity shall enter into a written agreement of merger or consolidation, which shall be approved in accordance with R.S. 12:1359.
B. The agreement of merger or consolidation shall set forth the following:
(1) The name and state or country of organization of each limited liability company, corporation, partnership, or partnership in commendam which is a constituent entity in the merger or consolidation and the name of the surviving entity into which each other constituent entity proposes to merge or the new entity into which each constituent entity proposes to consolidate.
(2) The terms and conditions of the proposed merger or consolidation.
(3) The manner and basis of converting the membership interests in each limited liability company, the shares of stock or other interests in each corporation, and the interests in each partnership in commendam or partnership which is a constituent entity in the merger or consolidation into membership interests, shares, interests, or other securities or obligations, as the case may be, of the surviving entity or the new entity, or of any other limited liability company, corporation, partnership, partnership in commendam, or other entity, or, in whole or in part, into cash or other property, including obligations or securities of any other person.
(4) In the case of a merger, such amendments to the articles of organization, articles of incorporation, or articles or agreement of partnership or partnership in commendam, as the case may be, of the surviving entity, as are desired to be effected by the merger, or that no such changes are desired.
(5) In the case of a consolidation, all of the statements required to be set forth in articles of organization, articles of incorporation, or articles or agreement of partnership or partnership in commendam, as the case may be, of the new entity.
(6) Such other provisions relating to the proposed merger or consolidation as are deemed necessary or desirable.

Legislative History

Acts 1992, No. 780, §2, eff. July 7, 1992.