Guam § 281102 - Merger.

§ 281102. Merger.

(a) One or more domestic corporations may merge with a domestic or

foreign corporation or other entity pursuant to a plan of merger.

(b) A foreign corporation, or a domestic or foreign other entity, may be

a party to the merger, or may be created by the terms of the plan of merger,

only if:

(1) the merger is permitted by the laws under which the

corporation or other entity is organized or by which it is governed; and

(2) in effecting the merger, the corporation or other entity complies

with such laws and with its articles of incorporation or organizational

documents.

(c) The plan of merger must include:

(1) the name of each corporation or other entity that will merge

and the name of the corporation or other entity that will be the survivor

of the merger;

(2) the terms and conditions of the merger;

(3) the manner and basis of converting the shares of each merging

corporation and interests of each merging other entity into shares or

other securities, interests, obligations, rights to acquire shares or other

securities, cash, other property, or any combination of the foregoing;

(4) the articles of incorporation of any corporation, or the

organizational documents of any other entity, to be created by the

merger, or if a new corporation or other entity is not to be created by

the merger, any amendments to the survivor’s articles of incorporation

or organizational documents; and

(5) any other provisions required by the laws under which any

party to the merger is organized or by which it is governed, or by the

articles of incorporation or organizational documents of any such party.

(d) The terms described in subsections (c)(2) and (c)(3) may be made

dependent on facts ascertainable outside the plan of merger, provided that

those facts are objectively ascertainable. The term facts includes, but is not

limited to, the occurrence of any event, including a determination or action

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by any person or body, including the corporation.

(e) The plan of merger may also include a provision that the plan may

be amended prior to filing the articles of merger with the Director of

Revenue & Taxation, provided that if the shareholders of a domestic

corporation that is a party to the merger are required or permitted to vote on

the plan, the plan must provide that subsequent to approval of the plan by

such shareholders the plan may not be amended to:

(1) change the amount or kind of shares or other securities,

interests, obligations, rights to acquire shares or other securities, cash,

or other property to be received by the shareholders of or owners of

interests in any party to the merger upon conversion of their shares or

interests under the plan;

(2) change the articles of incorporation of any corporation, or the

organizational documents of any other entity, that will survive or be

created as a result of the merger, except for changes permitted by §

281005 or by comparable provisions of the laws under which the

foreign corporation or other entity is organized or governed; or

(3) change any of the other terms or conditions of the plan if the

change would adversely affect such shareholders in any material

respect.