N.Y. BSC Law § 902

§ 902. Plan of merger or consolidation.\n (a) The board of each corporation proposing to participate in a merger\nor consolidation under section 901 (Power of merger or consolidation)\nshall adopt a plan of merger or consolidation, setting forth:\n (1) The name of each constituent entity and, if the name of any of\nthem has been changed, the name under which it was formed; and the name\nof the surviving corporation, or the name, or the method of determining\nit, of the consolidated corporation.\n (2) As to each constituent corporation, the designation and number of\noutstanding shares of each class and series, specifying the classes and\nseries entitled to vote and further specifying each class and series, if\nany, entitled to vote as a class; and, if the number of any such shares\nis subject to change prior to the effective date of the merger or\nconsolidation, the manner in which such change may occur.\n (3) The terms and conditions of the proposed merger or consolidation,\nincluding the manner and basis of converting the shares of each\nconstituent corporation into shares, bonds or other securities of the\nsurviving or consolidated corporation, or the cash or other\nconsideration to be paid or delivered in exchange for shares of each\nconstituent corporation, or a combination thereof.\n (4) In case of merger, a statement of any amendments or changes in the\ncertificate of incorporation of the surviving corporation to be effected\nby such merger; in case of consolidation, all statements required to be\nincluded in a certificate of incorporation for a corporation formed\nunder this chapter, except statements as to facts not available at the\ntime the plan of consolidation is adopted by the board.\n (5) Such other provisions with respect to the proposed merger or\nconsolidation as the board considers necessary or desirable.\n