N.Y. Business Corporation Law § 902: Plan of merger or consolidation

§ 902. Plan of merger or consolidation.

(a) The board of each corporation proposing to participate in a merger

or consolidation under section 901 (Power of merger or consolidation)

shall adopt a plan of merger or consolidation, setting forth:

(1) The name of each constituent entity and, if the name of any of

them has been changed, the name under which it was formed; and the name

of the surviving corporation, or the name, or the method of determining

it, of the consolidated corporation.

(2) As to each constituent corporation, the designation and number of

outstanding shares of each class and series, specifying the classes and

series entitled to vote and further specifying each class and series, if

any, entitled to vote as a class; and, if the number of any such shares

is subject to change prior to the effective date of the merger or

consolidation, the manner in which such change may occur.

(3) The terms and conditions of the proposed merger or consolidation,

including the manner and basis of converting the shares of each

constituent corporation into shares, bonds or other securities of the

surviving or consolidated corporation, or the cash or other

consideration to be paid or delivered in exchange for shares of each

constituent corporation, or a combination thereof.

(4) In case of merger, a statement of any amendments or changes in the

certificate of incorporation of the surviving corporation to be effected

by such merger; in case of consolidation, all statements required to be

included in a certificate of incorporation for a corporation formed

under this chapter, except statements as to facts not available at the

time the plan of consolidation is adopted by the board.

(5) Such other provisions with respect to the proposed merger or

consolidation as the board considers necessary or desirable.