§ 347.715 — Agreement of merger or consolidation — contents.

Missouri § 347.715

• Jurisdiction: Missouri
• Title XXIII: CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
• Ch. 347: Limited Liability Companies — Merger and Consolidation of Business Organizations

Text

Each constituent entity shall enter into a written agreement of merger or consolidation.  The agreement of merger or consolidation shall set forth:

(1)  The name and state or country of organization of each constituent entity 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 merger or consolidation;

(3)  The manner and basis of converting the interests or shares of stock in each constituent entity in the merger or consolidation into interests, shares, or other securities or obligations, as the case may be, of the surviving entity, of the new entity or of any other person, or, in whole or in part, into cash or other property;

(4)  In the case of a merger, such amendments to the organizational documents 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 statements required to be set forth in the organizational documents of the new entity; and

(6)  Such other provisions relating to the proposed merger or consolidation as are deemed necessary or desirable by the constituent entities.

Legislative History

(L. 1993 S.B. 66 & 20 § 359.904) Effective 12-01-93