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(805 ILCS 5/11.37) (from Ch. 32, par. 11.37)
Sec. 11.37. Merger or consolidation of domestic or foreign
corporations and domestic not for profit corporations.
(a) One or more
domestic corporations or one or more foreign corporations may merge into a
domestic not for profit corporation subject to the provisions of the
General Not For Profit Corporation Act of 1986, as amended, provided that
in the case of a foreign corporation for profit, such merger is permitted by
the laws of the State or country under which
such foreign corporation for profit is organized.
(b) Each domestic corporation shall comply with the provisions of this
Act with respect to the merger of domestic corporations,
each domestic not for profit corporation shall comply with the provisions
of the General Not For Profit Corporation Act of 1986, as amended. With
respect to merger of domestic not for profit corporations,
each foreign corporation for profit shall comply with the laws of the state
or country under which it is organized, and each foreign corporation for
profit having authority to transact business in this State
under the provisions of this Act shall comply with the provisions of this
Act with respect to merger of foreign corporations for
profit.
(c) The plan of merger shall set forth, in addition to
all matters required by Section 11.05 of this Act, the manner and basis of
converting shares of each merging domestic or foreign
corporation for profit into membership or other interests of the surviving domestic not for profit corporation, or into cash, or into property,
or into any combination of the foregoing.
(d) The effect of a merger under this Section shall be
the same as in the case of a merger of domestic
corporations as set forth in subsection (a) of Section 11.50 of this Act.
(e) When such merger has been effected, the shares of
the corporation or corporations to be converted under the terms of the plan
cease to exist. The holders of those shares are entitled only to the
membership or other interests, cash, or other property or combination
thereof, into which those shares have been converted in accordance with the
plan, subject to any dissenters' rights under Section 11.70 of this Act.
(Source: P.A. 96-66, eff. 1-1-10.)
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