2023 Delaware Code
Title 8 - Corporations
Chapter 1. GENERAL CORPORATION LAW
Subchapter IX. Merger, Consolidation or Conversion
§ 260. Powers of corporation surviving or resulting from merger or consolidation or upon conversion or domestication; issuance of stock, bonds or other indebtedness.

Universal Citation: 8 DE Code § 260 (2023)
§ 260. Powers of corporation surviving or resulting from merger or consolidation or upon conversion or domestication; issuance of stock, bonds or other indebtedness.

(a) When 2 or more corporations are merged or consolidated, or an other entity is converted to, or a non-United States entity becomes domesticated as, a corporation of this State, the corporation surviving or resulting from the merger or consolidation or upon conversion or domestication may issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock to provide for all the payments it will be required to make, or obligations it will be required to assume, in order to effect the merger, consolidation, conversion or domestication.

(b) For the purpose of securing the payment of any bonds and obligations issued under subsection (a) of this section, the surviving, resulting, converted or domesticated corporation may mortgage its corporate franchise, rights, privileges and property, real, personal or mixed.

(c) The surviving, resulting, converting or domesticated corporation may take any of the following actions in order to effect the merger or consolidation in the manner and on the terms specified in the agreement or in order to effect the conversion or domestication in the manner and on the terms, pursuant to a plan of conversion or plan of domestication, approved by the other entity or the non-United States entity, as applicable:

(1) Issue shares of its capital stock and other securities upon conversion of or in exchange for the shares, rights, or securities of or interests in any constituent corporation, converting other entity or domesticating non-United States entity.

(2) Cancel any shares, rights, securities, or interests.

8 Del. C. 1953, § 260;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, § 45;  84 Del. Laws, c. 98, § 8; 
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