(1) After a plan of merger or share exchange is approved by the owners of each business entity, or adopted by a board of directors if shareholder approval is not required, the surviving or acquiring business entity shall deliver to the office of the Secretary of State, for filing, articles of merger or articles of share exchange setting forth:
(a) The plan of merger or share exchange;
(b) For each corporation that is a party to the merger or share exchange:
(A) If shareholder approval was not required, a statement to that effect; or
(B) If shareholder approval was required:
(i) The designation, number of outstanding shares and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and
(ii) The total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan; and
(c) For each business entity other than a corporation that is a party to the merger, a statement that the plan of merger was duly authorized and approved in accordance with the statutes governing that business entity.
(2) The merger or share exchange takes effect on the later of the date and time determined pursuant to ORS 60.011 or the date and time determined pursuant to the statutes governing any business entity other than a corporation that is a party to the merger. [1987 c.52 §119; 1999 c.362 §13; 2001 c.104 §18; 2001 c.315 §1]
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