Maine § 13-C §1102 Merger

Maine Statutes

§ 13-C §1102 — Merger

Maine·Title 13-C MAINE BUSINESS CORPORATION ACT·Ch. 11 MERGERS AND SHARE EXCHANGES

1.General authority of domestic corporations. One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger under this section.

2.Merger with foreign entities. A foreign business corporation or a foreign eligible entity may be a party to a merger with a domestic business corporation or may be created by the terms of a plan of merger under this section only if the merger is permitted by the laws under which the foreign business corporation or eligible entity is organized or by which it is governed; and

3.Merger not contemplated in organic law. If the organic law of a domestic eligible entity does not provide procedures for the approval of a merger, a plan of merger may be adopted and appro

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1.
General authority of domestic corporations.
One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger under this section.
2.
Merger with foreign entities.
A foreign business corporation or a foreign eligible entity may be a party to a merger with a domestic business corporation or may be created by the terms of a plan of merger under this section only if the merger is permitted by the laws under which the foreign business corporation or eligible entity is organized or by which it is governed; and
3.
Merger not contemplated in organic law.
If the organic law of a domestic eligible entity does not provide procedures for the approval of a merger, a plan of merger may be adopted and approved, the merger effectuated, and appraisal rights exercised in accordance with the procedures in this chapter and chapter 13. For the purposes of applying this chapter and chapter 13:
4.
Plan of merger.
A plan of merger must include:
5.
Extrinsic facts.
Terms of a plan of merger may be made dependent upon facts objectively ascertainable outside the plan in accordance with section 121, subsection 10.
6.
Amend plan prior to filing articles of merger.
The plan of merger may also include a provision that the plan may be amended prior to filing the articles of merger with the Secretary of State under section 1106, subsection 2. Subsequent to any approval of the plan by shareholders of a domestic corporation that is a party to the merger, the plan may not without further shareholder approval be amended to: