§ 902. Plan of merger or consolidation.

(a) The board of each corporation proposing to participate in a merger
or consolidation under section 901 (Power of merger or consolidation)
shall adopt a plan of merger or consolidation, setting forth:

(1) The name of each constituent entity and, if the name of any of
them has been changed, the name under which it was formed; and the name
of the surviving corporation, or the name, or the method of determining
it, of the consolidated corporation.

(2) As to each constituent corporation, the designation and number of
outstanding shares of each class and series, specifying the classes and
series entitled to vote and further specifying each class and series, if
any, entitled to vote as a class; and, if the number of any such shares
is subject to change prior to the effective date of the merger or
consolidation, the manner in which such change may occur.

(3) The terms and conditions of the proposed merger or consolidation,
including the manner and basis of converting the shares of each
constituent corporation into shares, bonds or other securities of the
surviving or consolidated corporation, or the cash or other
consideration to be paid or delivered in exchange for shares of each
constituent corporation, or a combination thereof.

(4) In case of merger, a statement of any amendments or changes in the
certificate of incorporation of the surviving corporation to be effected
by such merger; in case of consolidation, all statements required to be
included in a certificate of incorporation for a corporation formed
under this chapter, except statements as to facts not available at the
time the plan of consolidation is adopted by the board.

(5) Such other provisions with respect to the proposed merger or
consolidation as the board considers necessary or desirable.