1.  Action by the stockholders of a surviving domestic corporation on a plan of merger is not required if:

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(a) The articles of incorporation of the surviving domestic corporation will not differ from its articles before the merger;

(b) Each stockholder of the surviving domestic corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations and relative rights immediately after the merger;

(c) The number of voting shares issued and issuable as a result of the merger will not exceed 20 percent of the total number of voting shares of the surviving domestic corporation outstanding immediately before the merger; and

(d) The number of participating shares issued and issuable as a result of the merger will not exceed 20 percent of the total number of participating shares outstanding immediately before the merger.

2.  As used in this section:

(a) ’Participating shares’ means shares that entitle their holders to participate without limitation in distributions.

(b) ’Voting shares’ means shares that entitle their holders to vote unconditionally in elections of directors.