Page:United States Statutes at Large Volume 76.djvu/328

 280

PUBLIC LAW 87-569-AUG. 6, 1962

[76 STAT.

' tors of such corporation upon receiving the vote of a majority of the directors in office. (e) After such approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or c6nsolidation. ARTICLES OF MERGER OR CONSOLIDATION'

SEC. 42. (a) Upon such approval, articles of merger or articles of consolidation shall be executed in duplicate by each corporation by its president or a vice president, and the corporate seal of each such corporation shall be thereto affixed, attested by its secretary or an assistant secretary, and shall set forth— (1) the plan of merger or the plan of consolidation; (2) where the members of any merging or conselidatihg corporation have voting rights, then as to each such corporation (a) a statement setting forth the date of the meeting of members at which the plan was approved, that a quorum was present at such meeting, and that such plan received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting, or (b) a statement that such amendment was approved by a consent in writing signed by all members entitled to vote with respect thereto; (3) where any merging or consolidating corporation has no members, or no members having voting rights, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was approved and a statement of the fact that such plan received the vote of a majority of the directors in office. (b) Duplicate originals of the articles of merger or articles of consolidation shall be delivered to the Commissioners. (c) If the Commissioners find that such articles conform to law, they shall, when all fees and charges 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) issue a certificate of merger or a certificate of consolidation to which they shall affix the other duplicate original; (4) deliver the certificate of merger or certificate of consolidation, together with the duplicate original of the articles of merger or articles of consolidation affixed thereto, to the surviving or new corporation, as the case may be, or its representative. EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION

SEC. 43. Upon the issuance of the certificate of merger, or the certificate of consolidation by the Commissioners, the merger or consolidation shall be effected. EFFECT OF MERGER OR CONSOLIDATION

SEC. 44. When such merger or consolidation has been effected— (a) the several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation:

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