17:14A-38. Consolidation plan; authorization
The boards of directors of each safe deposit company proposing to consolidate into a new company shall authorize the execution of a plan of consolidation which shall contain:
a. The names of the safe deposit companies proposing to consolidate;
b. The name of the new company into which the safe deposit companies propose to consolidate, which is hereinafter designated as the new company;
c. The location of the principal office of the new company;
d. The names of the persons who will be directors of the new company;
e. The names of the persons who will be officers of the new company;
f. The effective date of the consolidation;
g. The amount of capital stock, the number of shares into which it will be divided, the par value of each share, which the new company will have after the consolidation is effective;
h. The manner and basis of converting the shares of each company into shares, other securities or obligations of the new company, or into cash or other consideration which may include shares or other securities or obligations of a corporation not a party to the consolidation, or any combination thereof;
i. With respect to the new corporation, all of the statements required to be set forth in the certificate of incorporation for companies organized under this chapter, except it will not be necessary to set forth the names and addresses of each incorporator; and
j. Any other provisions, not inconsistent with this chapter, which may be necessary or appropriate to effect the consolidation.
L.1983, c. 566, s. 17:14A-38.
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