Connecticut General Statutes Title 33. Corporations § 33-815. Merger

(a) One or more domestic corporations may, in accordance with the provisions of this section, merge with one or more domestic or foreign corporations pursuant to a plan of merger.

(b) A foreign corporation may be a party to a merger, or may be created by the terms of a plan of merger, only if:  (1) The merger is permitted by the law of the state or country under which such corporation is organized or by which it is governed;  and (2) in effecting the merger, such corporation complies with such law and with its certificate of incorporation.

(c) The plan of merger shall include:  (1) The name of each corporation that will merge and the name of the corporation that will be the survivor of the merger;  (2) the terms and conditions of the merger;  (3) the manner and basis of converting the shares of each merging corporation into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof;  (4) the certificate of incorporation of any corporation to be created by the merger or, if a new corporation is not to be created by the merger, any amendments to the survivor's certificate of incorporation;  and (5) any other provisions required by the law of the state or country under which any party to the merger is organized or by which it is governed, or by the certificate of incorporation or organizational documents of any such party.

(d) Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection (l) of section 33-608.

(e) The plan of merger may also include a provision that the plan may be amended prior to filing a certificate of merger with the Secretary of the State, provided, if the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan shall provide that, subsequent to approval of the plan by such shareholders, the plan may not be amended to:  (1) Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property to be received by the shareholders of or owners of interests in any party to the merger upon conversion of their shares or interests under the plan;  (2) change the certificate of incorporation of any corporation that will survive or be created as a result of the merger, except for changes permitted by section 33-796 or by comparable provisions of the law of the state or country under which the foreign corporation is organized or by which it is governed;  or (3) change any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.