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

362 words·~2 min read·/nj/title-48/chapter-12/48-12-128

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

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.