Page:United States Statutes at Large Volume 68 Part 1.djvu/238

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PUBLIC LAW 389-JUNE 8, 1954

[68 S T A T.

(4) the number of shares voted for and against such reduction, respectively; (5) a statement of the manner in which such reduction is effected, and a statement, expressed in dollars, of the amount of stated capital and the amount of paid-in surplus of the corporation adjusted to give effect to such reduction. (c) Such statement shall be delivered to the Commissioners. If the Commissioners find that such statement conforms to law, they shall, when all fees have been paid as in this Act prescribed— (1) endorse on each of such duplicate originals the word "Filed" and the month, day, and year of the filing thereof; (2) file one of such duplicate originals in their office; (3) the other duplicate original shall be recorded in the office of the Recorder of Deeds. SEC. 62. (a) No reduction of stated capital shall be made under the provisions of section 61 which would reduce the amount of the aggregate stated capital of the corporation to an amount less than the aggregate preferential amounts payable upon all issued shares having a preferential right in the assets of the corporation in the event of involuntary liquidation, plus the aggregate par value, after such reduction, of all issued shares having a par value but no preferential right in the assets of the corporation in the event of involuntary liquidation. (b) The surplus, if any, created by or arising out of the reduction of the stated capital of a corporation shall be deemed to be paid-in surplus, except where such reduction is effected by the cancellation of its own shares belonging to the corporation, or by the redemption and cancellation of shares, in e,ither of which events the paid-in surplus, if any, created by such reduction shall not exceed the amount by which the stated capital represented by such shares exceeded the cost thereof to the corporation. REDUCTION OF P A I D - I N SURPLUS

SEC. 63. A corporation may, by resolution of its board of directors, apply any part or all of its paid-in surplus to the payment of dividends as permitted by section 40 of this Act, or to the distribution of liquidating dividends as permitted by section 41 of this Act, to the payment of reasonable compensation for the sale or underwriting of its shares as permitted by section 19 of this Act, the reduction or elimination of any deficit arising from operating or other losses or from diminution in value of its assets. PROCEDURE FOR MERGER

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SEC. 64. Any two or more domestic corporations may merge into one of such corporations in the following manner: The board of directors of each corporation shall, by resolution adopted by a majority vote of the members of each such board, approve a plan of merger setting forth: (a) The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation. (b) The terms and conditions of the proposed merger. (c) The manner and basis of converting the shares of each merging corporation into shares or other securities or obligations of the surviving corporation. (d) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger. (e) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.

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