California § 5755 - When a merger or consolidation agreement has been approved by the directors and t

§ 5755. When a merger or consolidation agreement has been approved by the directors and t

When a merger or consolidation agreement has been approved by the directors and the stockholders or members of an association, the association shall mail notice of the approval to each of its stockholders or members at least 10 days before filing the certificate as provided in this section unless the consents of all stockholders or members entitled to vote have been solicited and received in writing. After approval by the directors and stockholders or members has been given, the association shall prepare and submit to the commissioner for written approval a certificate in the form of an officers’ certificate (Section 173 of the Corporations Code) which shall set forth the following: (a) An identification of the agreement of merger or consolidation by reference to names of parties and date. (b) That the agreement was approved by the board of directors of the association. (c) The total number of outstanding shares of each class of stock entitled to vote, or in the case of a mutual association the total value of accounts outstanding. (d) That the principal terms of the agreement were approved by the vote or written consent of a number of shares of each class of stock which equaled or exceeded the vote required, or in the case of a mutual association that approval by the members was not required by the commissioner or that the principal terms of the agreement were approved by the vote or written consent of members holding a total value of accounts which equaled or exceeded the vote required. (e) The percentage vote required of each class. (f) That the agreement for merger or consolidation submitted to the commissioner for written approval and for filing with the Secretary of State concurrently with this certificate is the agreement hereinabove referred. (g) Any additional matters that the commissioner may require.