Sec. 2. Such consolidation or merger shall be made in the following manner:
(1) The directors of the companies proposing to consolidate or merge may enter into a joint agreement, under the corporate seal of each company, for the consolidation or merger of such companies, and prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new company in the case of a consolidation or of the company that is to survive in the case of a merger, the number and names of the directors and other officers thereof, and in case of a consolidation who shall be the first directors and officers of the new company and their places of residence, and either the amount of the authorized capital stock of the new or surviving company and the number and par value of the shares of which it is to consist or, if the new or surviving company is to issue shares without par value or shares of more than one (1) class, the statements required in such case by IC 8-4-1-1, and the manner of converting into the capital stock of the new or surviving company, or of otherwise disposing of, the capital stock of each company, the capital stock of which is to be so converted or disposed of, and how and when the directors shall be chosen, with such other details as they shall deem necessary to perfect such consolidation or merger; provided, however, that in case of a merger it shall not be necessary for such joint agreement to contain the provisions above specified with regard to the directors and officers and capital stock of the surviving company unless, and then only to the extent that, changes in respect to such matters are to be made by such merger agreement. Such joint agreement may also provide for the issue of shares of the capital stock of the new or surviving company in exchange for or conversion of bonds or other evidences of debt of each, all or any of the companies so consolidated or merged and may prescribe the manner, terms, and conditions of effecting such exchange or conversion. But in no case shall the capital stock, bonds, and other evidences of debt of the company formed by such consolidation or of the surviving company in case of a merger, including any shares of its capital stock issued in exchange for or conversion of bonds or other evidences of debt as herein provided, exceed the sum of the capital stock, bonds, and other evidences of debt of the companies parties to such consolidation or merger, at the par value thereof or, in the case of stock without par value, the amount of the consideration received therefor or the amount of the stated capital applicable thereto if greater than the amount of such consideration. Nor shall any bonds or other evidences of debt be issued as a consideration for such consolidation or merger. If any of the companies parties to such consolidation or merger is a corporation organized under the laws of any other state or states, or of any other state or states and this state, the joint agreement herein provided for may fix the location of the principal office of the new or surviving company in any of said states.
(2) If the holders of outstanding shares of stocks of any of the companies parties to such joint agreement representing two-thirds (2/3) (or such greater proportion as the articles of association, consolidation, or merger under which such company was formed may require) of the voting power of all the stock of such company entitled to vote thereon shall by consent in writing, acknowledged as are deeds entitled to be recorded and endorsed upon or annexed to such joint agreement, signify their assent thereto, it shall be deemed and taken as the adoption of such agreement by and on behalf of such company. If such agreement shall not be assented to in writing by stockholders of any of the companies parties thereto, as provided in this section, such agreement shall be submitted to the stockholders of such company at a meeting thereof called for the purpose of considering the same. Due notice of the time and place of holding such meeting, and the object thereof, shall be given by such company to its stockholders by written or printed notices addressed to each of the persons in whose names the capital stock of such company stands on the books thereof, and delivered to such persons respectively or sent to them by mail if their postoffice address is known to the company, at least thirty (30) days before the time of holding such meeting, and also by a general notice published at least once a week for four (4) weeks successively in some newspaper published in the city, town, or county where such company has its principal office or place of business. At such meeting of stockholders, such agreement shall be considered and a vote by ballot taken for the adoption or rejection of the same and if the votes of the holders of outstanding shares of stock of such company representing at least two-thirds (2/3) (or such greater proportion of said articles may require) of the voting power of all the stock of such company entitled to vote thereon, present and voting in person or by proxy, shall be for the adoption of such agreement, then that fact shall be certified thereon by the secretary or assistant secretary of such company, under the seal thereof. When such agreement shall have been consented to or adopted by stockholders of each of the companies parties thereto, as provided in this section, such agreement, or a certified copy thereof, shall be filed in the office of the secretary of state and shall thenceforth be deemed and taken to be the agreement and act of consolidation or merger of the companies parties thereto, and thereafter such companies shall be one (1) company by the name provided in such agreement, but such act of consolidation or merger shall not release such new or surviving company from any of the restrictions, liabilities, or duties of the several companies parties to such consolidation or merger.
Formerly: Acts 1937, c.59, s.2. As amended by P.L.62-1984, SEC.71.
