(a) General rule.— A domestic entity may become a party to a merger by approving a plan of merger. The plan shall be in record form and contain all of the following:
- (1) As to each merging association, its name, jurisdiction of formation and type.
- (2) If the surviving association is to be created in the merger, a statement to that effect and the association's name, jurisdiction of formation and type.
(3) The manner, if any, of:
- (i) converting some or all of the interests in a merging association into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or
- (ii) canceling some or all of the interests in a merging association.
(4) If the surviving association exists before the merger, any proposed amendments to:
- (i) its public organic record, if any; or
- (ii) its private organic rules that are or are proposed to be in record form.
(5) If the surviving association is to be created in the merger:
- (i) its proposed public organic record, if any; and
- (ii) the full text of its private organic rules that are proposed to be in record form.
- (6) Provisions, if any, providing special treatment of interests in a merging association held by any interest holder or group of interest holders as authorized by and subject to section 329 (relating to special treatment of interest holders).
- (7) The other terms and conditions of the merger.
(8) Any other provision required by:
- (i) the laws of this Commonwealth;
- (ii) the laws of the jurisdiction of formation of a foreign merging or surviving association; or
- (iii) the organic rules of a merging association.
- (b) Optional contents.— In addition to the requirements of subsection (a), a plan of merger may contain any other provision not prohibited by law.
- (c) Cross reference.— See section 316 (relating to contents of plan).
Cross References. Section 332 is referred to in sections 8415, 8615, 8815 of this title.