§ 907. Merger or consolidation of domestic and foreign corporations.\n (a) One or more foreign corporations and one or more domestic\ncorporations may be merged or consolidated into a corporation of this\nstate or of another jurisdiction, if such merger or consolidation is\npermitted by the laws of the jurisdiction under which each such foreign\ncorporation is incorporated. With respect to such merger or\nconsolidation, any reference in paragraph (b) of section 901 (Power of\nmerger or consolidation) to a corporation shall, unless the context\notherwise requires, include both domestic and foreign corporations.\n (b) With respect to procedure, including the requirement of share-\nholder authorization, each domestic corporation shall comply with the\nprovisions of this chapter relating to merger or consolidation of\ndomestic corporations, and each foreign corporation shall comply with\nthe applicable provisions of the law of the jurisdiction under which it\nis incorporated.\n (c) The procedure for the merger of a subsidiary corporation or\ncorporations under section 905 (Merger of parent and subsidiary\ncorporations) shall be available where either a subsidiary corporation\nor the corporation owning at least ninety percent of the outstanding\nshares of each class of a subsidiary is a foreign corporation, and such\nmerger is permitted by the laws of the jurisdiction under which such\nforeign corporation is incorporated.\n (d) If the surviving or consolidated corporation is, or is to be, a\ndomestic corporation, a certificate of merger or consolidation shall be\nsigned and delivered to the department of state as provided in section\n904 (Certificate of merger or consolidation; contents) or 905 (Merger of\nparent and subsidiary corporations), as the case may be. In addition to\nthe matters specified in such sections, the certificate shall set forth\nas to each constituent foreign corporation the jurisdiction and date of\nits incorporation and the date when its application for authority to do\nbusiness in this state was filed by the department of state, and its\nfictitious name used in this state pursuant to article thirteen of this\nchapter, if applicable, or, if no such application has been filed, a\nstatement to such effect.\n (e) If the surviving or consolidated corporation is, or is to be,\nformed under the law of any jurisdiction other than this state:\n (1) It shall comply with the provisions of this chapter relating to\nforeign corporations if it is to do business in this state.\n (2) It shall deliver to the department of state a certificate,\nentitled "Certificate of merger (or consolidation) of ..... and .....\ninto ..... (names of corporations) under section 907 of the Business\nCorporation Law", which shall be signed on behalf of each constituent\ndomestic and foreign corporation. It shall set forth:\n (A) If the procedure for the merger or consolidation of a constituent\ndomestic corporation was effected in compliance with sections 902 (Plan\nof merger or consolidation) and 903 (Authorization by shareholders), the\nfollowing:\n (i) The statements required by subparagraphs (a) (1) and (2) of\nsection 902.\n (ii) The effective date of the merger or consolidation if other than\nthe date of filing of the certificate of merger or consolidation by the\ndepartment of state.\n (iii) The manner in which the merger or consolidation was authorized\nwith respect to each constituent domestic corporation and that the\nmerger or consolidation is permitted by the laws of the jurisdiction of\neach constituent foreign corporation and is in compliance therewith.\n (B) If the procedure for the merger of a subsidiary corporation was\neffected in compliance with section 905, the following:\n (i) The statements required by subparagraphs (a) (1), (2), (4) and (5)\nof section 905.\n (ii) The effective date of the merger if other than the date of filing\nof the certificate of merger by the department of state.\n (iii) If the survi
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