17-78-202. Agreement of merger. (a) A domestic entity may become a party to a merger under K.S.A. 2021 Supp. 17-78-201 through 17-78-206, and amendments thereto, by approving an agreement of merger. The agreement shall be in a record and contain:
(1) As to each merging entity, its name, jurisdiction of organization and type;
(2) if the surviving entity is to be created in the merger, a statement to that effect and its name, jurisdiction of organization and type;
(3) the manner of converting the interests in each party to the merger into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing;
(4) if the surviving entity exists before the merger, any proposed amendments to its public organic document or to its private organic rules that are, or are proposed to be, in a record;
(5) if the surviving entity is to be created in the merger, its proposed public organic document, if any, and the full text of its private organic rules that are proposed to be in a record;
(6) the other terms and conditions of the merger; and
(7) any other provision required by the law of a merging entity's jurisdiction of organization or the organic rules of a merging entity.
(b) An agreement of merger shall be signed on behalf of each merging entity.
(c) An agreement of merger may contain any other provision not prohibited by law.
History: L. 2009, ch. 47, ยง 12; July 1, 2010.
Structure Kansas Statutes
Article 78 - Business Entity Transactions Act
17-78,103 Relationship of act to other laws.
17-78,104 Required notice or approval.
17-78,107 Reference to external facts.
17-78,108 Alternative means of approval of transactions.
17-78,110 Excluded entities and transactions.
17-78,202 Agreement of merger.
17-78,204 Amendment or termination of agreement of merger.
17-78,205 Certificate of merger; effective date.
17-78,301 Interest exchange authorized.
17-78,302 Agreement of interest exchange.
17-78,303 Approval of interest exchange.
17-78,304 Amendment or termination of agreement of interest exchange.
17-78,305 Certificate of interest exchange; effective date.
17-78,306 Effect of interest exchange.
17-78,401 Conversion authorized.
17-78,402 Agreement of conversion.
17-78,403 Approval of conversion.
17-78,404 Amendment or termination of agreement of conversion.
17-78,405 Certificate of conversion; effective date.
17-78,406 Effect of conversion.
17-78,501 Domestication authorized.
17-78,502 Agreement of domestication.
17-78,503 Approval of domestication.
17-78,504 Amendment or termination of agreement of domestication.
17-78,505 Certificate of domestication; effective date.
17-78,506 Effect of domestication.
17-78,601 Filing requirements; execution.
17-78,603 Correcting filed document.
17-78,604 Evidentiary effect of copy of filed document.
17-78,605 Consistency of application.
17-78,606 Relation to electronic signatures in global and national commerce act.