LD 2290
pg. 24
Page 23 of 31 An Act to Improve Business Entity Filings and Authorize Mergers, Consolidations... Page 25 of 31
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LR 3693
Item 1

 
organized under the laws of this State, as well as for
enforcement of an obligation of the surviving or new
resulting limited liability company or other business
entity arising from the merger or consolidation; and

 
(2) Appoints the Secretary of State as its agent for
service of process in any such proceeding and the
surviving or new resulting limited liability company or
other business entity shall specify the address to
which a copy of the process must be mailed by the
Secretary of State.;

 
H.__If shareholder approval of any corporation party to the
merger or consolidation was not required, a statement to
that effect;

 
I.__If approval of the shareholders of one or more
corporations party to the merger or consolidation was
required:

 
(1)__The designation, number of outstanding shares and
number of votes entitled to be cast by each voting
group entitled to vote separately on the plan as to
each corporation; and

 
(2)__Either the total number of undisputed votes cast
for and against the plan by each voting group entitled
to vote separately on the plan or the total number of
votes cast for the plan separately by each voting group
and a statement that the number cast for the plan by
each voting group was sufficient for approval by that
voting group;

 
J.__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;

 
K.__A statement to the effect that the merger or
consolidation was effected in compliance with the laws
applicable to mergers or consolidations of all parties to
the merger or consolidation; and

 
L.__An agreement that the surviving or resulting business entity
shall continue to comply with all provisions of all laws
applicable to mergers or consolidations of all parties


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