Sec. 158. Resolutions for merger or consolidation or adoption of a plan of exchange.

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Sec. 158. Resolutions for merger or consolidation or adoption of a plan of exchange. The Board of Directors, Trustees or other governing body of each domestic company desiring to merge or consolidate or to adopt a plan of exchange shall, by resolution, approve an agreement of merger or consolidation or plan of exchange, as the case may be, setting forth:

(a)the names of the companies proposing to merge or consolidate or to adopt a plan of exchange, and the names of the states or countries under which each of the companies is incorporated or organized;

(b)in the case of a merger, the name of the company into which they propose to merge, hereafter designated as the surviving company; in the case of a consolidation, the name of the company into which they propose to consolidate, hereafter designated as the new company, and the name of the state or country under the laws of which the new company is to be incorporated or organized;

(c)the terms and conditions of the proposed merger or consolidation or plan of exchange, and the mode of carrying the same into effect;

(d)the manner and basis of converting the shares of stock, if any, of each merging or consolidating company into shares, securities and obligations, if any are to be issued, of the surviving or new company as the case may be;

(e)in the case of a merger, a statement of any changes in the articles of incorporation of the surviving company; in the case of consolidation, all the statements with respect to the new company required to be set forth in original articles of incorporation for a similar company formed under this Code; and

(f)such other provisions with respect to the merger or consolidation or plan of exchange as are deemed necessary or advisable.