17:9A-357. Plan of acquisition

Plan of acquisition. (1) The boards of directors of the corporation which seeks to become an acquiring corporation and of each bank which seeks to become a participating bank shall authorize the execution of a plan for the acquisition by such corporation of ownership of all the outstanding shares of the capital stock of each such bank.

(2) The plan of acquisition shall contain

(a) The name and address of the acquiring corporation;

(b) The name and address of each participating bank;

(c) The names and addresses of the members of the board of directors of the acquiring corporation;

(d) The names and addresses of all banks some or all of whose shares of capital stock are owned by the acquiring corporation, with the total number of shares of each such bank issued and outstanding, and the number of shares of each such bank owned by the acquiring corporation;

(e) The terms and conditions of the acquisition, and the mode of carrying it into effect, including the manner of exchanging the shares of each participating bank for cash or shares or other securities of the acquiring corporation, and including provisions respecting the disposition of securities issued by a participating bank and convertible into shares of its capital stock, and options granted to officers and employees of a participating bank to purchase shares of its capital stock;

(f) The effective date of the plan of acquisition;

(g) Such other provisions, including the payment of cash in lieu of the issuance of fractional shares, as may be necessary or appropriate to carry the plan of acquisition into effect.

(3) The plan of acquisition may provide that the shares of the participating bank be exchanged solely for cash or solely for shares or securities of the acquiring corporation or be exchanged for both cash and shares or other securities.

L. 1969, c. 118, s. 3, eff. June 30, 1969. Amended by L. 1985, c. 528, s. 20, eff. Jan. 21, 1986.