Pennsylvania § 332 Plan of merger

Pennsylvania Statutes

§ 332 — Plan of merger

Pennsylvania·Title 15 CORPORATIONS AND UNINCORPORATED ASSOCIATIONS·Part PART I·Ch. 3 ENTITY TRANSACTIONS·Subch. MERGER

(a)General rule.--A domestic entity may become a party to a merger by approving a plan of merger. The plan shall be in record form and contain all of the following:

(1)As to each merging association, its name, jurisdiction of formation and type.

(2)If the surviving association is to be created in the merger, a statement to that effect and the association's name, jurisdiction of formation and type.

(3)The manner, if any, of:

(i)converting some or all of the interests in a merging association into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or

(ii)canceling some or all of the interests in a merging association.

(4)If the surviving association exists before the merger, any proposed amen

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(a) General rule.--A domestic entity may become a party to a merger by approving a plan of merger. The plan shall be in record form and contain all of the following:

(1) As to each merging association, its name, jurisdiction of formation and type.

(2) If the surviving association is to be created in the merger, a statement to that effect and the association's name, jurisdiction of formation and type.

(3) The manner, if any, of:

(i) converting some or all of the interests in a merging association into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or

(ii) canceling some or all of the interests in a merging association.

(4) If the surviving association exists before the merger, any proposed amendments to:

(i) its public organic record, if any; or

(ii) its private organic rules that are or are proposed to be in record form.

(5) If the surviving association is to be created in the merger:

(i) its proposed public organic record, if any; and

(ii) the full text of its private organic rules that are proposed to be in record form.

(6) Provisions, if any, providing special treatment of interests in a merging association held by any interest holder or group of interest holders as authorized by and subject to section 329 (relating to special treatment of interest holders).

(7) The other terms and conditions of the merger.

(8) Any other provision required by:

(i) the laws of this Commonwealth;

(ii) the laws of the jurisdiction of formation of a foreign merging or surviving association; or

(iii) the organic rules of a merging association.

(b) Optional contents.--In addition to the requirements of subsection (a), a plan of merger may contain any other provision not prohibited by law.

(c) Cross reference.--See section 316 (relating to contents of plan).

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