§ 17-16-1110 — Consolidation

(a) Any two (2) or more domestic corporations may
consolidate into a new corporation pursuant to a plan of
consolidation approved in the manner provided in this act.
(b) The board of directors of each corporation shall, by a
resolution adopted by each board, approve a plan of
consolidation setting forth:
(i) The names of the corporations proposing to
consolidate, and the name of the new corporation into which they
proposed to consolidate, which is hereinafter designated as the
new corporation;
(ii) The terms and conditions of the proposed
consolidation;
(iii) The manner and basis of converting the shares
of each corporation into shares or other securities or
obligations of the new corporation or of any other corporation
or, in whole or in part, into cash or other property;
(iv) With respect to the new corporation, all of the
statements required to be set forth in articles of incorporation
for corporations organized under this act; and
(v) Such other provisions with respect to the
proposed consolidation as are deemed necessary or desirable.