Article 29p. 29

COMMERCIAL LAWS NEGOTIABLE INSTRUMENTS, CORPORATION, INSURANCE, TRANSPORTATION, BANKING

corporations

or

may

consolidate

into

a

new

single

corporation which shall be the consolidated corporation.

The board of directors or trustees of each corporation,

party to the merger or consolidation, shall approve a plan

of merger or consolidation setting forth the following:

1. The names of the corporations proposing to merge

or consolidate, hereinafter referred to as the constituent

corporations;

2. The terms of the merger or consolidation and the

mode of carrying the same into effect;

3. A statement of the changes, if any, in the articles of

incorporation of the surviving corporation in case of

merger; and, with respect to the consolidated corporation

in case of consolidation, all the statements required to be

set forth in the articles of incorporation for corporations

organized under this Code; and

4. Such other provisions with respect to the proposed

merger or consolidation as are deemed necessary or

desirable. (n)

SECTION 77. Stockholders ' or Members ' Approval . —

Upon approval by majority vote of each of the board of

directors or trustees of the constituent corporations of

the plan of merger or consolidation, the same shall be

submitted for approval by the stockholders or members

of

each

of

such

corporations

at separate corporate

meetings duly called for the purpose. Notice of such

meetings shall be given to all stockholders or members of

the respective corporations, at least two (2) weeks prior to

the date of the meeting, either personally or by registered

mail. Said notice shall state the purpose of the meeting

and shall include a copy or a summary of the plan of

merger

or

consolidation,

as

the

case

may

be. The

affirmative vote of stockholders representing at least

two-thirds (2/3) of the outstanding capital stock of each

corporation in case of stock corporations or at least

two-thirds (2/3) of the members in case of non-stock

corporations, shall be necessary for the approval of such

plan. Any dissenting stockholder in stock corporations

may exercise his appraisal right in accordance with this

Code:

Provided ,

That

if

after

the

approval

by

the

stockholders of such plan, the board of directors should

decide to abandon the plan, the appraisal right shall be

extinguished.

Any

amendment

to

the

plan

of

merger

or

consolidation may be made, provided such amendment

is approved by majority vote of the respective boards of

directors or trustees of all the constituent corporations

and

ratified

by the affirmative vote of stockholders

representing at least two-thirds (2/3) of the outstanding

capital stock or of two-thirds (2/3) of the members of each

of the constituent corporations. Such plan, together with

any amendment, shall be considered as the agreement of

merger or consolidation. (n)

SECTION 78. Articles of Merger or Consolidation . —

After the approval by the stockholders or members as

required by the preceding section, articles of merger or

articles of consolidation shall be executed by each of the

constituent corporations, to be signed by the president or

vice-president and certified by the secretary or assistant

secretary of each corporation setting forth:

1.The plan of the merger or the plan of consolidation;

2.As to stock corporations, the number of shares

outstanding, or in case of non-stock corporations, the

number of members; and

3.As to each corporation, the number of shares or

members voting for and against such plan, respectively.

(n)

SECTION 79. Securities and Exchange Commission ' s

Approval and Effectivity of Merger or Consolidation . —

The articles of merger or of consolidation, signed and

certified as hereinabove required, shall be submitted to

the

Securities

and

Exchange

Commission

in

quadruplicate for its approval: Provided , That in the case

of

merger

or

consolidation

of

banks

or

banking

institutions,

building

and

loan

associations,

trust

companies,

insurance

companies,

public

utilities,

educational institutions and other special corporations

governed by special laws, the favorable recommendation

of the appropriate government agency shall first be

obtained. Where the Commission is satisfied that the

merger or consolidation of the corporations concerned is

not inconsistent with the provisions of this Code and

existing laws, it shall issue a certificate of merger or of

consolidation, as the case may be, at which time the

merger or consolidation shall be effective.

If, upon investigation, the Securities and Exchange

Commission has reason to believe that the proposed

merger or consolidation is contrary to or inconsistent with

the provisions of this Code or existing laws, it shall set a

hearing

to

give

the

corporations

concerned

the

opportunity to be heard. Written notice of the date, time

and

place

of

said

hearing

shall

be

given

to

each

constituent corporation at least two (2) weeks before said

hearing. The Commission shall thereafter proceed as

provided in this Code. (n)

SECTION 80. Effects of Merger or Consolidation . —

The merger or consolidation, as provided in the preceding

sections shall have the following effects:

1. The constituent corporations shall become a single

corporation

which,

in

case

of

merger, shall be the

surviving corporation designated in the plan of merger;

and, in case of consolidation, shall be the consolidated

corporation designated in the plan of consolidation;

2.

The

separate

existence

of

the

constituent

corporations shall cease, except that of the surviving or

the consolidated corporation;

3. The surviving or the consolidated corporation shall

possess all the rights, privileges, immunities and powers

and shall be subject to all the duties and liabilities of a

corporation organized under this Code;

4. The surviving or the consolidated corporation shall

thereupon and thereafter possess all the rights, privileges,

immunities and franchises of each of the constituent

corporations; and all property, real or personal, and all

receivables

due

on

whatever

account,

including

subscriptions to shares and other choses in action, and all

and every other interest of, or belonging to, or due to

each constituent corporation, shall be taken and deemed

to be transferred to and vested in such surviving or

consolidated corporation without further act or deed; and

5. The surviving or consolidated corporation shall be

responsible and liable for all the liabilities and obligations

of each of the constituent corporations in the same

manner as if such surviving or consolidated corporation

had itself incurred such liabilities or obligations; and any

claim, action or proceeding pending by or against any of

such constituent corporations may be prosecuted by or

against the surviving or consolidated corporation, as the

case may be. Neither the rights of creditors nor any lien

upon

the

property

of

any

of

such

constituent

corporations

shall

be

impaired

by

such

merger

or

consolidation. (n)

TITLE X Appraisal Right

SECTION 81. Instances of Appraisal Right . — Any

stockholder of a corporation shall have the right to

dissent and demand payment of the fair value of his

shares in the following instances:

1.

In

case

any

amendment

to

the

articles

of

incorporation has the effect of changing or restricting the

rights

of

any stockholders or class of shares, or of

authorizing preferences in any respect superior to those

of outstanding shares of any class, or of extending or

shortening the term of corporate existence;

2. In case of sale, lease, exchange, transfer, mortgage,

pledge or other disposition of all or substantially all of the

corporate property and assets as provided in the Code;

and

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