Nevada § 92A.200 - Filing requirements for mergers or exchanges; dependency of terms of plan of merger, conversion or exchange on extrinsic facts

§ 92A.200. Filing requirements for mergers or exchanges; dependency of terms of plan of merger, conversion or exchange on extrinsic facts

1. After a plan of merger or exchange is approved as required by this chapter, the

surviving or acquiring entity shall deliver to the Secretary of State for filing articles

of merger or exchange setting forth: (a) The name and jurisdiction of organization of each constituent entity; (b) That a plan of merger or exchange has been adopted by each constituent entity

or the parent domestic entity only, if the merger is pursuant to NRS 92A.180 ; (c) If approval of the owners of one or more constituent entities was not required,

a statement to that effect and the name of each entity; (d) If approval of owners of one or more constituent entities was required, the name

of each entity and a statement for each entity that the plan was approved by the required

consent of the owners; (e) In the case of a merger, the amendment, if any, to the charter document of the

surviving entity, which amendment may be set forth in the articles of merger as a

specific amendment or in the form of an amended and restated charter document or attached

in that form as an exhibit; and (f) If the entire plan of merger or exchange is not set forth, a statement that the

complete signed plan of merger or plan of exchange is on file at the principal office

or with the custodian of records if a corporation, limited-liability company or business

trust, or at the principal office or with the custodian of records, as described in

paragraph (a) of subsection 1 of NRS 87A.215 or paragraph (a) of subsection 1 of NRS 88.330 , if a limited partnership, or other place of business of the surviving entity or

the acquiring entity, respectively. 2. Any of the terms of the plan of merger, conversion or exchange may be made dependent

upon facts ascertainable outside of the plan of merger, conversion or exchange, provided

that the plan of merger, conversion or exchange clearly and expressly sets forth the

manner in which such facts shall operate upon the terms of the plan. As used in this section, the term “ facts ” includes, without limitation, the occurrence of an event, including a determination

or action by a person or body, including a constituent entity.