Ohio § 1702.42

§ 1702.42.

(A) The directors of each constituent domestic corporation, upon approving an agreement

of merger or consolidation, shall direct that the agreement be submitted to the voting

members entitled to vote on it at a meeting of voting members of that corporation

held for that purpose.  Notice of the meeting shall be given to all members of the constituent domestic

corporation entitled to vote at the meeting.  The notice shall be accompanied by a copy or summary of the material terms of the

agreement. (B)(1) At each meeting described in division (A) of this section, a vote of the members

shall be taken on the proposed agreement.  In order to be adopted, the agreement, including any amendments or additions to

the agreement proposed at each such meeting, shall receive the affirmative vote of

a majority of the voting members of each constituent domestic corporation present

at that meeting in person, by the use of authorized communications equipment, by mail,

or, if permitted, by proxy if a quorum is present, or, if the articles or the regulations

of that corporation provide or permit, the affirmative vote of a greater or lesser

proportion or number of the voting members, and the affirmative vote of the voting

members of any particular class that is required by the articles or the regulations

of that corporation.  If the agreement would effect or authorize any particular corporate action that,

under any applicable provision of law or under the articles, could be effected or

authorized only by or pursuant to a specified vote of the members, the agreement,

including any amendments or additions to the agreement proposed at each such meeting,

shall be adopted by the same affirmative vote as would be required for that action. (2) For purposes of division (B)(1) of this section, participation by a voting member

at a meeting through the use of any of the means of communication described in that

division constitutes presence in person of that voting member at the meeting for purposes

of determining a quorum. (C) At any time prior to the filing of the agreement, the merger or consolidation may

be abandoned by the directors of one or more of the constituent domestic corporations

or the comparable representatives of any other constituent entity, if the power of

abandonment is conferred either by the agreement or by the same vote or action as

is required to adopt that agreement.