New York Certificate of Merger Section 907

Transcription

1 New York Certificate Merger Section 907 Document 1394A Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor any o f he t providers information that appear on the web site is engaged in rendering legal, accounting or other pressional services. If you require legal advice or other expert assistance, you agree that you will obtain the services a competent, pressional person and will not rely on information provided on the web site as a substitute for such advice or assistance. Neither the presentation this document to you nor your receipt this document creates an attorney-client relationship.

2 CERTIFICATE OF MERGER [NAME OF DOMESTIC CORPORATION] a New York corporation and [a corporation] With and Into [a corporation] (Pursuant to Section 907 the Business Corporation Law) It is hereby certified, upon behalf each the constituent corporations herein named, as follows: FIRST: The Board Directors each the constituent corporations has duly adopted a plan merger setting forth the terms and conditions the merger said corporations. SECOND: The name the foreign constituent corporation, which is to be the surviving corporation, and which is hereinafter sometimes referred to as the "Surviving Corporation", is [NAME OF SURVIVING CORPORATION]. [The name under which the Surviving Corporation was formed is [FORMER NAME, if any]]. The domestic jurisdiction the Surviving Corporation is [STATE]; and the date its incorporation therein is [DATE OF SURVIVING CORPORATION S INCORPORATION]. The Application for Authority in the State New York the Surviving Corporation to transact business as a foreign corporation therein was filed by the Department State the State New York on [DATE OF FOREIGN REGISTRATION]. OR No Application for Authority in the State New York the Surviving Corporation to transact business as a foreign corporation therein was filed by the Department State the State New York; and it is not to do business in the State New York until an Application for Authority shall have been filed by the Department State the State New York.

3 THIRD: The name the domestic constituent corporation, which is being merged into the surviving constituent corporation, and which is hereinafter sometimes referred to as the "Merged Corporation", is [NAME OF DOMESTIC CORPORATION]. [The name under which the Merged Corporation was formed is [FORMER NAME, if any]] The date upon which the Merged Corporation s certificate incorporation was filed by the Department State is [DATE OF DOMESTIC CORPORATION S INCORPORATION]. FOURTH: As to each constituent corporation, the plan merger sets forth the designation and number outstanding shares each class and series, the specification the classes and series entitled to vote on the plan merger, and the specification each class and series entitled to vote as a class on the plan merger, as follows: Name and Type Stock Outstanding Number Outstanding Shares Name and type Shares entitled to Vote [NAME OF DOMESTIC CORPORATION] Name and Type Stock Outstanding Number Outstanding Shares Name and type Shares entitled to Vote FIFTH: The merger herein certified was authorized in respect the Merged Corporation by the written consent the holders all outstanding shares the respective corporation entitled to vote on the plan merger OR by the vote the holders at least two-thirds all outstanding shares the respective corporation entitled to vote on the plan merger under the certificate incorporation and by the class vote the holders at least a majority all outstanding shares each [class] [series] which are denied voting power under the certificate incorporation, but which are entitled to vote by class under paragraph (a)(2) section 903 the Business Corporation Law. SIXTH: All fees and taxes (including penalties and interest) administered by the Department Taxation and Finance the State New York which are now due and payable by the Merged Corporation have been paid and a cessation franchise tax report (estimated or final) through the anticipated date merger has been filed by the constituent domestic corporation. The said report, if

4 estimated, is subject to amendment. The Surviving Corporation agrees that it will within thirty (30) days after the filing the certificate merger file the cessation tax report, if an estimated report was previously filed, and promptly pay to the Department Taxation and Finance the State New York all fees and taxes (including penalties and interest), if any, due to the Department Taxation and Finance by the constituent domestic corporation. SEVENTH: The merger herein certified is permitted by the laws the jurisdiction incorporation the Surviving Corporation and is in compliance with said laws. EIGHTH: The Surviving Corporation agrees that it may be served with process in the State New York in any action or special proceeding for the enforcement any liability or obligation the merged constituent corporation, for the enforcement any liability or obligation the Surviving Corporation for which the Surviving Corporation is previously amenable to suit in the State New York, and for the enforcement, as provided in the Business Corporation Law the State New York, the right shareholders the Merged Corporation to receive payment for their shares against the surviving constituent corporation. NINTH: The Surviving Corporation agrees that, subject to the provisions Section 623 the Business Corporation Law the State New York, it will promptly pay to the shareholders the Merged Corporation the amount, if any, to which they shall be entitled under the provisions the Business Corporation Law the State New York relating to the rights shareholders to receive payment for their shares. TENTH: The Surviving Corporation hereby designates the Secretary State the State New York as its agent upon whom process against it may be served in the manner set forth in paragraph (b) section 306 the Business Corporation Law the State New York in any action or special proceeding. The post fice address [within] [without] the State New York to which the said Secretary State shall mail a copy any process against the surviving corporation served upon him is: [PRINCIPAL ADDRESS OF SURVIVING CORPORATION] [Signature Page Follows]

5 IN WITNESS WHEREOF, we have subscribed this document on the date set forth below and do hereby affirm, under the penalties perjury, that the statements contained therein have been examined by us and are true and correct. Executed on this day, 20. [DOMESTIC CORPORATION NAME] By [Name] [Title] [FOREIGN CORPORATION NAME] By [Name] [Title]

6 CERTIFICATE OF MERGER [NAME OF DOMESTIC CORPORATION] a New York corporation and a corporation With and Into a corporation (Pursuant to Section 907 the Business Corporation Law) Filer Name: Business Name: Address: