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Session Laws, 1988
Volume 770, Page 3659   View pdf image
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WILLIAM DONALD SCHAEFER, Governor Ch. 550

(ii) As the corporation the stock of which is
to be acquired; or

[(5)] (6) Transfer its assets.

3-103.

In a consolidation, merger, or share exchange, stock in a
corporation may be exchanged for or converted into and, in a
transfer of assets, assets may be transferred in consideration of
any one or more of the following:

(1)  Stock, evidence of indebtedness, PARTNERSHIP
INTERESTS, or other securities of the successor or any other
corporation or entity, whether or not a party to the transaction;

(2)  Other tangible or intangible property;

(3)  Money; and

(4)  Any other consideration.

3-109.

(a) Articles of consolidation, merger, share exchange, or
transfer shall contain the terms and conditions of the
transaction and the manner of carrying it into effect, including:

(1)  A statement:

(i) In a merger, consolidation, or share
exchange, that each party to the articles agrees to merge, to
consolidate to form a new corporation, or to acquire stock or
have its stock acquired in a share exchange, as the case may be;
or

(ii) In a transfer, that the transferor agrees
to sell, lease, exchange, or transfer all or substantially all of
its property and assets;

(2)  The name and place of incorporation or
organization of:

(i) Each party to the articles; and

(ii) The successor corporation in a
consolidation, merger, or share exchange OR THE SUCCESSOR
DOMESTIC LIMITED PARTNERSHIP IN A MERGER;

(3)  As to each foreign corporation:

(i) The date of its incorporation;

- 3659 -

 

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Session Laws, 1988
Volume 770, Page 3659   View pdf image
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