New Jersey Statutes Title 14A. Corporations, General 14A § 10-13

(1) A domestic or foreign corporation may acquire all of the outstanding shares, or all of the outstanding shares of one or more classes or series, of a domestic corporation if the board of each corporation adopts and the shareholders of the acquired corporation approve a plan of exchange.

(2) The plan of exchange shall set forth:

(3) The board of the acquired corporation upon approving the plan of exchange shall submit it to a vote at a meeting of its shareholders.  If the plan of exchange provides for the acquisition of all of the outstanding shares of the acquired corporation, the shareholders of the acquired corporation shall be entitled to all the voting rights they would have if the exchange were a merger.  If less than all of the classes or series of shares of the acquired corporation are to be acquired, only the holders of shares of those classes or series of shares of the acquired corporation which are proposed to be acquired shall be entitled to vote at the meeting.  Written notice shall be given not less than 20 and not more than 60 days before the meeting to each shareholder of record, whether or not entitled to vote at the meeting, in the manner provided in this act for the giving of notices of meetings of shareholders.  The notice shall include or be accompanied by:

(4) The plan of exchange shall be approved upon receiving the affirmative vote of a majority of the votes cast by the holders of shares which are entitled to vote on the plan of exchange.  In the case of a corporation organized prior to January 1, 1969, the plan of exchange shall be approved upon receiving the affirmative vote of two-thirds of the votes so cast unless the corporation has adopted the majority voting requirements prescribed in this subsection or in subsection 14A:10-3(3) by an amendment of its certificate of incorporation adopted by the affirmative vote of two-thirds of the votes cast by the holders of shares entitled to vote thereon.

(5) After approval of the plan of exchange, a certificate of exchange shall be executed on behalf of each corporation which shall set forth:

(6) The certificate of exchange shall be filed in the office of the Secretary of State and the exchange 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.

(7) Upon the effective date of the exchange, the terms of the plan of exchange shall automatically become effective.  Without limiting the foregoing, upon the effective date all of the outstanding shares of the acquired corporation, which the plan of exchange provides shall be acquired, automatically shall become the property of the acquiring corporation;  share certificates which formerly evidenced the acquired shares shall only evidence the right of the holder thereof to receive the consideration provided for in the plan.  The acquiring corporation may condition the payment of the consideration provided for in the plan upon the surrender of the share certificate evidencing the acquired shares.

(8) Any shareholder of an acquired corporation whose shares are acquired pursuant to the plan of exchange shall have all of the rights of a dissenting shareholder under Chapter 11 of this act to the extent the shareholder would have those rights if the plan of exchange were treated as a merger under paragraph 14A:11-1(1)(a).