2012 Nebraska Revised Statutes
Chapter 21 - CORPORATIONS AND OTHER COMPANIES
21-20,128 - Merger; plan.

21-20,128. Merger; plan.

(1) One or more corporations may merge with one or more corporations or business entities, subject to section 21-20,134, if the board of directors of each corporation adopts and its shareholders, if required by section 21-20,130, approve a plan of merger, and if each business entity approves the plan of merger in accordance with the laws under which the business entity was formed and in accordance with the applicable requirements of its organizational documents.

(2) The plan of merger shall set forth:

(a) The name of each corporation or business entity planning to merge and the name of the surviving corporation or business entity into which each corporation or business entity plans to merge;

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

(c) The manner and basis of converting the shares of each merging corporation or the interests of each merging business entity into any combination of shares, obligations, securities, interests, or rights in the surviving corporation or business entity or other consideration.

(3) The plan of merger may set forth:

(a) Amendments to the articles of incorporation of the surviving corporation or amendments to the organizational documents of the surviving business entity; and

(b) Other provisions relating to the merger.

(4) As used in this section:

(a) Business entity means a foreign corporation; a domestic or foreign partnership; a domestic or foreign limited partnership; or a domestic or foreign limited liability company; and

(b) Organizational documents includes:

(i) For a foreign corporation, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute or comparable records as provided in its governing statute;

(ii) For a domestic or foreign partnership, its partnership agreement;

(iii) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement; and

(iv) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement or comparable records as provided in its governing statute.