(a) A corporation may merge with one or more other constituent organizations pursuant to this article, and a plan of merger, if:
Terms Used In Alabama Code 10A-2A-11.02
Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
certificate of incorporation: as used in this chapter is synonymous to the term "certificate of formation" used in Chapter 1. See Alabama Code 10A-2A-1.40
Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
Dependent: A person dependent for support upon another.
Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
property: includes both real and personal property. See Alabama Code 1-1-1
state: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Alabama Code 1-1-1
Statute: A law passed by a legislature.
writing: includes typewriting and printing on paper. See Alabama Code 1-1-1
(1) the governing statute of each of the other organizations authorizes the merger;(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and(3) each of the other organizations complies with its governing statute in effecting the merger.(b) A plan of merger must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each constituent organization;(2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is created pursuant to the merger, a statement to that effect;(3) the terms and conditions of the merger, including the manner and basis for converting the stock or eligible interests in each constituent organization into any combination of money, stock, eligible interests in the surviving organization, and other consideration as allowed by subsection (c);(4) if the surviving organization is to be created pursuant to the merger, the surviving organization’s organizational documents; and(5) if the surviving organization is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving organization’s organizational documents.(c) In connection with a merger, rights, securities, stock, or eligible interests, if any, in a constituent organization may be exchanged for or converted into cash, property, rights, securities, stock, or eligible interests, if any, in the surviving organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights, securities, stock, or eligible interests, if any, in another organization, or may be cancelled.(d) In addition to the requirements of subsection (b), a plan of merger may contain any other provision not prohibited by law.(e) Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with Section 10A-2A-1.20(c).(f) A plan of merger may be amended only with the consent of each constituent organization, except as provided in the plan. A domestic constituent organization may approve an amendment to a plan:
(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or(2) in the manner provided in the plan, except that if the plan has been approved by the stockholders, members, or interest holders that were entitled to vote on, consent to, or approve of, the plan, then those stockholders, members, or interest holders are entitled to vote on, consent to, or approve of any amendment of the plan that will change:
(i) the amount or kind of stock or other securities, eligible interests, obligations, rights to acquire stock, other securities or eligible interests, cash, or other property to be received under the plan by the stockholders, members, or interest holders of a constituent organization;(ii) the certificate of incorporation of any corporation, foreign corporation, nonprofit corporation, foreign nonprofit corporation or the organizational documents of any unincorporated entity or foreign unincorporated entity, that will be the surviving organization, except for changes permitted by Section 10A-2A-10.05 or by comparable provisions of the governing statute of the foreign corporation, nonprofit corporation, foreign nonprofit corporation, unincorporated entity, or foreign unincorporated entity; or(iii) any of the other terms or conditions of the plan if the change would adversely affect the stockholders, members, or interest holders in any material respect.
