(215 ILCS 5/158) (from Ch. 73, par. 770)
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.
(Source: Laws 1967, p. 2406.)
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