2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 19 - Fundamental Changes
1922 - Plan of merger or consolidation.

     § 1922.  Plan of merger or consolidation.
        (a)  Preparation of plan.--A plan of merger or consolidation,
     as the case may be, shall be prepared, setting forth:
            (1)  The terms and conditions of the merger or
        consolidation.
            (2)  If the surviving or new corporation is or is to be a
        domestic business corporation:
                (i)  any changes desired to be made in the articles,
            which may include a restatement of the articles in the
            case of a merger; or
                (ii)  in the case of a consolidation, all of the
            statements required by this subpart to be set forth in
            restated articles.
            (3)  The manner and basis of converting the shares of
        each corporation into shares or other securities or
        obligations of the surviving or new corporation, as the case
        may be, and, if any of the shares of any of the corporations
        that are parties to the merger or consolidation are not to be
        converted solely into shares or other securities or
        obligations of the surviving or new corporation, the shares
        or other securities or obligations of any other person or
        cash, property or rights that the holders of such shares are
        to receive in exchange for, or upon conversion of, such
        shares, and the surrender of any certificates evidencing
        them, which securities or obligations, if any, of any other
        person or cash, property or rights may be in addition to or
        in lieu of the shares or other securities or obligations of
        the surviving or new corporation.
            (4)  Any provisions desired providing special treatment
        of shares held by any shareholder or group of shareholders as
        authorized by, and subject to the provisions of, section 1906
        (relating to special treatment of holders of shares of same
        class or series).
            (5)  Such other provisions as are deemed desirable.
        (b)  Post-adoption amendment.--A plan of merger or
     consolidation may contain a provision that the boards of
     directors of the constituent corporations may amend the plan at
     any time prior to its effective date, except that an amendment
     made subsequent to the adoption of the plan by the shareholders
     of any constituent domestic business corporation shall not
     change:
            (1)  The amount or kind of shares, obligations, cash,
        property or rights to be received in exchange for or on
        conversion of all or any of the shares of the constituent
        domestic business corporation adversely to the holders of
        those shares.
            (2)  Any provision of the articles of the surviving or
        new corporation as it is to be in effect immediately
        following consummation of the merger or consolidation except
        provisions that may be amended without the approval of the
        shareholders under section 1914(c)(2) (relating to adoption
        of amendments).
            (3)  Any of the other terms and conditions of the plan if
        the change would adversely affect the holders of any shares
        of the constituent domestic business corporation.
        (c)  Proposal.--Except where the approval of the board of
     directors is unnecessary under this subchapter, every merger or
     consolidation shall be proposed in the case of each domestic
     business corporation by the adoption by the board of directors
     of a resolution approving the plan of merger or consolidation.
     Except where the approval of the shareholders is unnecessary
     under this subchapter, the board of directors shall direct that
     the plan be submitted to a vote of the shareholders entitled to
     vote thereon at a regular or special meeting of the
     shareholders.
        (d)  Party to plan or transaction.--A corporation,
     partnership, business trust or other association that approves a
     plan in its capacity as a shareholder or creditor of a merging
     or consolidating corporation, or that furnishes all or a part of
     the consideration contemplated by a plan, does not thereby
     become a party to the plan or the merger or consolidation for
     the purposes of this subchapter.
        (e)  Reference to outside facts.--Any of the terms of a plan
     of merger or consolidation may be made dependent upon facts
     ascertainable outside of the plan if the manner in which the
     facts will operate upon the terms of the plan is set forth in
     the plan. Such facts may include, without limitation, actions or
     events within the control of or determinations made by a party
     to the plan or a representative of a party to the plan.
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992,
     P.L.1333, No.169, eff. 60 days; June 22, 2001, P.L.418, No.34,
     eff. 60 days)

        2001 Amendment.  Act 34 amended subsecs. (b) and (c), added
     subsec. (e), carried without amendment subsec. (a)(5) and
     deleted subsec. (a) last sentence.
        1992 Amendment.  Act 169 amended subsecs. (a)(3) and (d).
        1990 Amendment.  Act 198 amended subsecs. (a)(4) and (d).
        Cross References.  Section 1922 is referred to in section
     1924 of this title.