New Hampshire Revised Statutes 304-C:157 – Agreements of Merger
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I. Each constituent entity shall enter into a written agreement of merger, which shall be approved in accordance with N.H. Rev. Stat. § 304-C:156.
II. The agreement of merger shall set forth:
(a) The name of each constituent entity and the name of the surviving entity into which each other constituent entity merges;
(b) The terms and conditions of the merger;
(c) The manner and basis of converting the interests in each limited liability company and the shares of stock or other interests in each other business entity that is a party to the merger into interests, shares, or other securities or obligations, as the case may be, of the surviving entity, or of any other constituent entity, or, in whole or in part, into cash or other property;
(d) Any amendments to the certificate of formation of a limited liability company, or articles of incorporation of a corporation, or certificate of limited partnership of a limited partnership or the partnership agreement of a general partnership or a limited partnership, or any other organic documents of a constituent entity, as the case may be, of the surviving entity that are to be effected by the merger, or that no such changes are to be effected; and
(e) Such other provisions relating to the merger as are deemed necessary or desirable.
III. (a) An agreement of merger approved under N.H. Rev. Stat. § 304-C:156 may effect any amendment to a operating agreement for a limited liability company if it is the surviving entity in the merger.
(b) If the surviving entity is a limited liability company, an approved agreement of merger may also provide that the operating agreement of any constituent limited liability company to the merger, including a limited liability company formed for the purpose of consummating a merger, shall be the operating agreement of the surviving entity.
(c) Any amendment to a operating agreement or adoption of a new operating agreement shall be effective at the effective time or date of the merger.
IV. The provisions of this section shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in a operating agreement or other agreement or as otherwise permitted by law.
II. The agreement of merger shall set forth:
Terms Used In New Hampshire Revised Statutes 304-C:157
- 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.
- 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.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
(a) The name of each constituent entity and the name of the surviving entity into which each other constituent entity merges;
(b) The terms and conditions of the merger;
(c) The manner and basis of converting the interests in each limited liability company and the shares of stock or other interests in each other business entity that is a party to the merger into interests, shares, or other securities or obligations, as the case may be, of the surviving entity, or of any other constituent entity, or, in whole or in part, into cash or other property;
(d) Any amendments to the certificate of formation of a limited liability company, or articles of incorporation of a corporation, or certificate of limited partnership of a limited partnership or the partnership agreement of a general partnership or a limited partnership, or any other organic documents of a constituent entity, as the case may be, of the surviving entity that are to be effected by the merger, or that no such changes are to be effected; and
(e) Such other provisions relating to the merger as are deemed necessary or desirable.
III. (a) An agreement of merger approved under N.H. Rev. Stat. § 304-C:156 may effect any amendment to a operating agreement for a limited liability company if it is the surviving entity in the merger.
(b) If the surviving entity is a limited liability company, an approved agreement of merger may also provide that the operating agreement of any constituent limited liability company to the merger, including a limited liability company formed for the purpose of consummating a merger, shall be the operating agreement of the surviving entity.
(c) Any amendment to a operating agreement or adoption of a new operating agreement shall be effective at the effective time or date of the merger.
IV. The provisions of this section shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in a operating agreement or other agreement or as otherwise permitted by law.