KRS 271B.11-010: Merger.

(1) One (1) or more corporations may merge into another corporation if the board of

directors of each corporation adopts and its shareholders (if required by KRS

271B.11-030) approve a plan of merger.

(2) The plan of merger shall set forth:

(a) The name of eac h corporation planning to merge and the name of the

surviving corporation into which each other corporation plans to merge;

(b) The terms and conditions of the merger; and

(c) The manner and basis of converting the shares of each corporation into shares,

obligations, or other securities of the surviving or any other corporation or into

cash or other property in whole or part.

(3) The plan of merger may set forth:

(a) Amendments to the articles of incorporation of the surviving corporation; and

(b) Other provisions relating to the merger.