N.J. Stat. § 15A:10-1: Procedure for merger

a. Any two or more domestic corporations may merge into one of the corporations pursuant to a plan of merger approved in the manner provided in this act.

b. The board of each corporation shall approve a plan of merger setting forth:

(1) the names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation;

(2) the terms and conditions of the proposed merger, including a statement of any amendments in the certificate of incorporation of the surviving corporation to be affected by the merger;

(3) the manner and basis of converting the membership of each corporation, in whole or in part, into memberships or obligations of the surviving corporation, or into cash or other property;

(4) Any other provisions with respect to the proposed merger as are deemed necessary or desirable.

L.1983, c. 127, s. 15A:10-1, eff. Oct. 1, 1983.