2009 Nebraska Code
Chapter 21 CORPORATIONS AND OTHER COMPANIES
21-2648 Merger or consolidation; written plan; contents.

21-2648. Merger or consolidation; written plan; contents.

(1) Each constituent entity shall enter into a written plan of merger or consolidation which shall be approved in accordance with section 21-2649.

(2) The plan of merger or consolidation shall set forth:

(a) The name of each limited liability company, corporation, general partnership, or limited partnership which is a constituent entity in the merger or consolidation and the name of the surviving entity into which each other constituent entity proposes to merge or the new entity into which each constituent entity proposes to consolidate;

(b) The terms and conditions of the proposed merger or consolidation;

(c) The manner and basis of converting the interests in each limited liability company, the shares of stock or other interests in each corporation, and the interests in each general partnership or limited partnership that is a constituent entity in the merger or consolidation into interests, shares, or other securities or obligations, as the case may be, of the surviving entity or the new entity, or of any other limited liability company, corporation, general partnership, limited partnership, or other entity, or, in whole or in part, into cash or other property;

(d) In the case of a merger, such amendments to the articles of organization of a limited liability company, articles or certificate of incorporation of a corporation, or certificate of limited partnership of a limited partnership, as the case may be, of the surviving entity as are desired to be effected by the merger, or that no such changes are desired;

(e) In the case of a consolidation, all of the statements required to be set forth in articles of organization of any new entity that is a limited liability company, articles or certificate of incorporation of any new entity that is a corporation, or certificate of limited partnership of any new entity that is a limited partnership, as the case may be; and

(f) Such other provisions relating to the proposed merger or consolidation as are deemed necessary or desirable.

Source

Laws 1994, LB 884, § 47;
Laws 1997, LB 631, § 21.
Termination Date: January 1, 2013