Reading...
Play button
Play button
Use LEFT and RIGHT arrow keys to navigate between flashcards;
Use UP and DOWN arrow keys to flip the card;
H to show hint;
A reads text to speech;
3 Cards in this Set
- Front
- Back
|
DGCL § 251(a)
|
Domestic Merger and Consolidation enabling section.
|
|
|
DGCL § 251(b)
|
BoD shall adopt resolution approving merger/resolution, declaring advisability. Shall state: (1) Terms and Conditions; (2) Mode of carrying into effect; (3) For merger, changes to certificate of incorporation of surviving corp., or statement that certificate of surviving shall be cert. of incorporation of surviving; (4) Consolidation: Cert. of incorp. as set forth in accompanying documents; (5) Manner, if any, of converting shares, cancelling, etc.; (6) Such other details or provisions as desired.
-In accordance with § 103. |
|
|
DGCL § 251(c)
|
Agreement submitted to SHs of EACH constituent corporation at annual or special meeting, mailed to each SH, voting or non-voting, to address on file, at least 20 days prior to meeting. Notice shall contain copy, brief summary of agreement.
|
