N.Y. NPC 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, by a vote of two-thirds of the directors present at the\ntime of the vote, if a quorum is present at that time, or by a vote of\nthe number of directors required under the certificate of incorporation,\nby-laws, this chapter and any other applicable law, a plan of merger or\nconsolidation, setting forth:\n (1) The name of each constituent corporation 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, a description of the\nmembership and holders of any certificates evidencing capital\ncontributions or subventions, including their number, classification,\nand voting rights, if any.\n (3) The terms and conditions of the proposed merger or consolidation,\nincluding the manner and basis of converting membership or other\ninterest in each constituent corporation into membership or other\ninterest in the surviving or consolidated corporation, or the cash or\nother consideration to be paid or delivered in exchange for membership\nor other interest in each constituent corporation, or a combination\nthereof.\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) In case of a merger or consolidation under section 906 (Merger or\nconsolidation of domestic and foreign corporations), a statement of any\nagreements required by subparagraph (2) (D) of paragraph (d) thereof.\n