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| 1. Written plan. Each constituent limited liability company or | other business entity that is a party to the merger or | consolidation shall enter into a written plan of merger or | consolidation, which that must be approved in accordance with | section 742. |
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| | 2. Plan requirements. The plan of merger or consolidation | must set forth: |
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| A. The name and current jurisdiction of each limited | liability company or other business entity that is a party | to the merger or consolidation and the name and jurisdiction | of the surviving limited liability company into which each | other party proposes to merge or the new limited liability | company into which each party proposes to consolidate or | resulting business entity into which each limited liability | company or other business entity merges or consolidates; |
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| B. The terms and conditions of the proposed merger or | consolidation and the mode of carrying the merger or | consolidation into effect; |
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| C. The manner and basis of converting the interests in each | limited liability company or the shares of stock or other | interests in each other business entity that is a party to | the merger or consolidation into interests, shares, or other | securities or obligations, as the case may be, of the | surviving or new resulting limited liability company or | other business entity or, in whole or in part, into cash or | other property; |
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| D. In the case of a merger, such amendments to the articles | of the surviving limited liability company as desired to be | effected by the merger or that those amendments are not | desired; |
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| D-1.__In the case of a merger, a statement of any changes in | or a restatement of the organizing documents of the | surviving business entity; a statement that the organizing | documents of the surviving business entity remain unchanged; | or in the case of a consolidation, with respect to the | resulting business entity, all of the statements required to | be set forth in the organizing documents for that type of | business entity; and |
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| E. In the case of a consolidation, all of the statements | required to be set forth in the articles of organization of | the new limited liability company; and |
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