Delaware Code
Subchapter IX. Merger, Consolidation or Conversion
§ 267. Merger of parent entity and subsidiary corporation or corporations.

(a) In any case in which:

(b) Sections 259, 261, and 328 of this title shall, insofar as they are applicable, apply to a merger under this section, and §§ 260 and 251(e) of this title shall apply to a merger under this section in which the surviving constituent party is a corporation of this State. For purposes of this subsection, references to “agreement of merger” in § 251(e) of this title shall mean the terms and conditions of the merger set forth in the certificate of ownership and merger, and references to “corporation” in §§ 259-261 of this title, and § 328 of this title shall be deemed to include the entity, as applicable. Section 262 of this title shall not apply to any merger effected under this section, except as provided in subsection (c) of this section.
(c) In the event all of the stock of a Delaware corporation party to a merger effected under this section is not owned by the entity immediately prior to the merger, the stockholders of such Delaware corporation party to the merger shall have appraisal rights as set forth in § 262 of this title.
(d) As used in this section only, the term:

(1) “Constituent party” means an entity or corporation to be merged pursuant to this section;
(2) “Entity” means a partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), limited liability company, any association of the kind commonly known as a joint-stock association or joint-stock company and any unincorporated association, trust or enterprise having members or having outstanding shares of stock or other evidences of financial or beneficial interest therein, whether formed or organized by agreement or under statutory authority or otherwise and whether formed or organized under the laws of this State or the laws of any other jurisdiction; and
(3) “Governing documents” means a partnership agreement, limited liability company agreement, articles of association or any other instrument containing the provisions by which an entity is formed or organized.

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