§ 17-16-1102 — Merger

(a) One (1) or more domestic business corporations may
merge with one (1) or more domestic or foreign business
corporations or eligible entities pursuant to a plan of merger,
or two (2) or more foreign business corporations or domestic or
foreign eligible entities may merge into a new domestic business
corporation to be created in the merger in the manner provided
in this chapter.
(b) 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 the plan of
merger, only if the merger is permitted by the foreign business
corporation or eligible entity. If Wyoming law does not
otherwise 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 article and article 13 of this chapter.
For the purposes of applying this article and article 13 of this
chapter:
(i) The eligible entity, its members or interest
holders, eligible interests and organic documents taken together
shall be deemed to be a domestic business corporation,
shareholders, shares and articles of incorporation, respectively
and vice versa as the context may require; and
(ii) If the business and affairs of the eligible
entity are managed by a group of persons that is not identical
to the members or interest holders, that group shall be deemed
to be the board of directors.
(c) The plan of merger shall include:
(i) The name of each domestic or foreign business
corporation or eligible entity that will merge and the name of
the domestic or foreign business corporation or eligible entity
that will be the survivor of the merger;
(ii) The terms and conditions of the merger;
(iii) The manner and basis of the disposition, if
any, of the shares of each domestic or foreign business
corporation and eligible interests of each domestic or foreign
eligible entity;
(iv) The articles of incorporation of any domestic or
foreign business or nonprofit corporation, or the organic
documents of any domestic or foreign unincorporated entity, to
be created by the merger, or if a new domestic or foreign
business or nonprofit corporation or unincorporated entity is
not to be created by the merger, any amendments to the
survivor's articles of incorporation or organic documents; and
(v) Any other provisions required by the laws under
which any party to the merger is organized or by which it is
governed, or by the articles of incorporation or organic
document of any party to the merger.
(d) The terms of the plan of merger may be made dependent
on facts objectively ascertainable outside the plan.
(e) The plan of merger may also include a provision that
the plan may be amended prior to filing articles of merger, but
if the shareholders of a domestic corporation that is a party to
the merger are required or permitted to vote on the plan, the
plan must provide that subsequent to approval of the plan by the
shareholders the plan may not be amended to change:
(i) The disposition of shares or other securities,
eligible interests, obligations, rights to acquire shares, other
securities or eligible interests, cash, or other property, if
any, to be received under the plan by the shareholders of or
owners of eligible interests in any party to the merger;
(ii) The articles of incorporation of any
corporation, or the organic documents of any unincorporated
entity, that will survive or be created as a result of the
merger, except for changes permitted by W.S. 17-16-1005 or by
comparable provisions of the organic laws of any such foreign
corporation or domestic or foreign unincorporated entity; or
(iii) Any of the other terms or conditions of the
plan if the change would adversely affect such shareholders in
any material respect.
(f) Property held in trust or for charitable purposes
under the laws of this state by a domestic or foreign eligible
entity shall not be diverted by a merger from the objects for
which it was donated, granted or devised, unless and until the
eligible entity obtains an order of the district court
specifying the disposition of the property to the extent
required by and pursuant to the laws of this state.