Guam § 9105 - Articles of Merger or Share Exchange.

§ 9105. Articles of Merger or Share Exchange.

(a) After a plan of merger or share exchange is approved by the

stockholders, or adopted by the board of directors if stockholder approval is

not required, the surviving or acquiring corporation shall deliver to the

Director for filing Articles of Merger or Share Exchange setting forth:

(1) The plan of merger or share exchange;

(2) If stockholder approval was not required, a statement to that

effect;

(3) If approval of the stockholders of one (1) or more

corporations party to the merger or share exchange was required:

(A) The designation, number of outstanding shares, and

number of votes entitled to be cast by each voting group entitled

to vote separately on the plan as to each corporation; and

(B) Either the total number of votes cast for and against the

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plan by each voting group entitled to vote separately on the plan

or the total number of undisputed votes cast for the plan

separately by each voting group and a statement that the number

cast for the plan by each voting group was sufficient for approval

by that voting group.

(b) A merger or share exchange takes effect upon the later to occur of

the date the plan of merger or share exchange is accepted for filing by the

Director or the effective date specified in such plan of merger or share

exchange.