48:12-128 - Joint agreement for consolidation or merger;  contents

48:12-128.  Joint agreement for consolidation or merger;  contents    The directors of the several companies parties to the proposed consolidation  or merger may enter into a joint agreement under seal for their consolidation  or merger, prescribing:

    a.  The terms and conditions thereof and the mode of carrying the same into  effect;  and

    b.  In case of a consolidation, the name of the new corporation, the number,  names and places of residence of the first directors and officers, and how and  when directors and officers shall be chosen, the location of the principal  office in this State which shall be at some point on the line of the road, the  number of shares of capital stock of which not more than two-thirds shall be  preferred stock, the amount or par value of each share and the manner of  converting the capital stock of each company thereby consolidated into the  stock or securities of the new company, or of otherwise disposing of the same,  with such other details as shall be deemed necessary to perfect such  consolidation and new organization;  and

    c.  In case of a merger of one or more companies into another, the price, if  any, to be paid and the manner of paying the same by the acquiring company for  the stock, property and franchises of the company or companies to be merged and  the manner of disposing of such stock, and such other details as shall be  deemed necessary to perfect such merger;  and setting forth the name of the  acquiring company, with the State or States in which it is incorporated, which  company shall survive and continue as a corporation of such State or States;   but in such case of a merger, where no new company is created, it shall not be  necessary to state in such joint agreement the provisions specified in  subdivision b of this section with respect to directors and officers, principal  office in this State, or the number, amount or par value of shares of capital  stock, of the acquiring or surviving company, unless, and then only to the  extent that, changes in respect of such matters are to be made by such joint  agreement.

     Amended by L.1948, c. 317, p. 1267, s. 3.