New Jersey § 14a:10-4

§ 14a:10-4.

Certificate of merger or consolidation. (1) After approval of the plan of merger or consolidation, a certificate of merger

or a certificate of consolidation shall be executed on behalf of each corporation. The certificate shall set forth (a) The name of the surviving or new corporation or new other business entity and

the names of the merging or consolidating corporations or other business entities; (b) The plan of merger or the plan of consolidation; (c) The date or dates of approval by the shareholders of each corporation of the plan

of merger or the plan of consolidation; (d) As to each corporation whose shareholders are entitled to vote, the number of

shares entitled to vote thereon, and, if the shares of any class or series are entitled

to vote thereon as a class, the designation and number of shares entitled to vote

thereon of each class or series; (e) As to each corporation whose shareholders are entitled to vote, the number of

shares voted for and against the plan, respectively, and, if the shares of any class

are entitled to vote as a class, the number of shares of each class or series voted

for and against the plan, respectively; (f) In the case of a merger governed by subsection 14A:10-3(4), that the plan of merger

was approved by the board of directors of the surviving corporation and that no vote

of the shareholders of the surviving corporation was required because of the applicability

of that subsection; (g) If, pursuant to subsection 14A:10-4.1(2), the merger is to become effective at

a time subsequent to the date of filing with the Secretary of State, the date when

the merger is to become effective; and (h) In the case of a merger governed by subsection (6) of N.J.S.14A:10-3 , that the plan of merger was approved by the board of directors of the surviving

corporation, that no vote of the shareholders of the surviving corporation was required

because of the applicability of that subsection, and that the conditions of paragraphs

(a) through (h) of that subsection have been satisfied. (2) The executed original and a copy of the certificate shall be filed in the office

of the Secretary of State and the merger or consolidation shall become effective upon

the date of the filing or at a later time, not to exceed 90 days after the date of

filing, as may be set forth in the certificate. The Secretary of State shall, upon filing, forward the copy of the certificate to

the Director of the Division of Taxation. (3) Following the filing of a certificate of merger or consolidation with the Secretary

of State but prior to the time when the merger or consolidation becomes effective,

and upon the amendment of the plan of merger or consolidation in accordance with subsection

(10) of N.J.S.14A:10-3 , a certificate of amendment of merger or consolidation shall be filed in the office

of the Secretary of State amending the plan of merger or consolidation. The certificate of amendment shall state that the plan of merger or consolidation

has been amended and shall contain the amended plan of merger or consolidation.