A. A domestic entity may become a merging entity in a merger under this article by approving a plan of merger. The plan must be in a record and contain:

Terms Used In Arizona Laws 29-2202

  • Domestic entity: means an entity whose internal affairs are governed by the laws of this state. See Arizona Laws 29-2102
  • Entity: means any of the following:

    (a) A corporation. See Arizona Laws 29-2102

  • Filing entity: means an entity that is created by the filing of a public organizational document. See Arizona Laws 29-2102
  • 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.
  • Jurisdiction of organization: means the jurisdiction whose law includes the governing statute of the entity. See Arizona Laws 29-2102
  • Merger: means a transaction authorized by article 2 of this chapter. See Arizona Laws 29-2102
  • Merging entity: means an entity that is a party to a merger and that exists immediately before the merger becomes effective. See Arizona Laws 29-2102
  • Organizational documents: means the public organizational document and private organizational documents of an entity. See Arizona Laws 29-2102
  • Plan: means a plan of merger, interest exchange, conversion, domestication or division. See Arizona Laws 29-2102
  • Property: includes both real and personal property. See Arizona Laws 1-215
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Arizona Laws 29-2102
  • Surviving entity: means the entity that continues in existence after, or that is organized as a result of, a merger. See Arizona Laws 29-2102
  • Type: means , with regard to an entity, the generic form of that entity, such as listed in paragraph 17 of this section. See Arizona Laws 29-2102

1. As to each merging entity, its name, its jurisdiction of organization and its type.

2. If the surviving entity is one of the merging entities, its name, its jurisdiction of organization and its type.

3. If the surviving entity is to be organized as a result of the merger, a statement to that effect and its name, its jurisdiction of organization and its type.

4. The manner of converting the interests in each merging entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.

5. If the surviving entity is a filing entity and is one of the merging entities, any proposed amendments to its public organizational document.

6. If the surviving entity is one of the merging entities, any proposed amendments to its private organizational documents that are in a record.

7. If the surviving entity is to be organized as a result of the merger, its proposed public organizational document, if any, and the full text of its private organizational rules that are proposed to be in a record.

8. The other terms and conditions of the merger, if any.

9. Any other provisions required by the law of a merging entity’s jurisdiction of organization or the organizational documents of a merging entity.

B. A plan of merger may contain any other provisions not prohibited by law.

 

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