New Jersey § 17:9a-134

§ 17:9a-134.

A. The boards of directors of the several banks proposing to merge shall authorize

the execution of a merger agreement which shall contain; (1) The name of each merging bank and the location of the principal office and branch

offices of each merging bank; (2) The name of the receiving bank and the location of its principal office and branch

offices; (3) The name by which the receiving bank will be known after the merger is effected; (4) The names of the persons who will be the directors of the receiving bank; (5) The names of the persons who will be officers of the receiving bank; (6) The location then occupied by the principal office or a branch office of a merging

bank or the receiving bank at which the principal office of the receiving bank will

be maintained; (7) The locations then occupied by the principal offices and branch offices of the

merging banks and the receiving bank which will be continued as branch offices of

the receiving bank; (8) The effective date of the merger; (9) The amount of the capital stock, the number of shares into which it will be divided,

the par value of each share, and the amount of the surplus which the receiving bank

will have after the merger is effected; (10) The basis upon which shares of each merging bank will be exchanged for shares

of capital stock of the receiving bank, or for shares of capital stock of a company

as such term is defined in paragraph (3) of section 132 ( C. 17:9A-132 ), or for capital notes, or for cash, or for any one or more or all of the foregoing,

as the case may be; (11) A provision stating whether the capital notes to be issued pursuant to such agreement

shall be convertible into shares of capital stock of the receiving bank, and, if so,

shall contain a further provision for authorized but unissued shares of capital stock

of the receiving bank in an aggregate par value sufficient to effect the conversion

of such notes into such shares of capital stock of the receiving bank; (12) If the merger agreement provides for the issuance of preferred stock, the provisions

stated in subsection B of section 125 ( C. 17:9A-125 ); (13) Such other provisions, including the provisions stated in subsection B of section

125 ( C. 17:9A-125 ), not inconsistent with the provisions of this act, as may be necessary or appropriate

to effect the merger. B. Capital notes issued pursuant to this section shall conform with and be subject

to sections 4, 8, 9 and 10 of P.L.1966, chapter 272, ( C. 17:9A-131.23 , 17:9A-131.27 , 17:9A-131.28 , and 17:9A-131.29 ).