Pennsylvania Code § 15-2539

Adoption of plan of merger by board of directors.
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Section 321(d)(1)(ii) (relating to approval by business corporation) shall be applicable to a plan relating to a merger to which a registered corporation described in section 2502(1)(i) (relating to registered corporation status) is a party only if the plan:
(1) has been approved by the board of directors of the registered corporation; and
(2) is consistent with the requirements, if applicable, of Subchapter F (relating to business combinations).
SUBCHAPTER E
CONTROL TRANSACTIONS
Sec.
2541. Application and effect of subchapter.
2542. Definitions.
2543. Controlling person or group.
2544. Right of shareholders to receive payment for shares.
2545. Notice to shareholders.
2546. Shareholder demand for fair value.
2547. Valuation procedures.
2548. Coordination with control transaction.
Effect of 1990 Amendments on Control Transactions. Section 8(c) of Act 36 of 1990 provided that, other than section 5 of Act 36 (section 2542), nothing contained in Act 36 shall be construed as having, or be deemed to have, any effect on the existing practice under Subchapter E or the interpretation, construction, scope or applicability of Subchapter E or as expressing any agreement or disagreement with any court interpretation relating to Subchapter E.

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