§ 905. Merger of parent and subsidiary corporations.

(a) Any domestic corporation owning at least ninety percent of the
outstanding shares of each class of another domestic corporation or
corporations may either merge such other corporation or corporations
into itself without the authorization of the shareholders of any such
corporation or merge itself and one or more of such other corporations
into one of such other corporations with the authorization of the parent
corporation's shareholders in accordance with paragraph (a) of section
903 (Authorization by shareholders). In either case, the board of such
parent corporation shall adopt a plan of merger, setting forth:

(1) The name of each corporation to be merged and the name of the
surviving corporation, and if the name of any of them has been changed,
the name under which it was formed.

(2) The designation and number of outstanding shares of each class of
each corporation to be merged and the number of such shares of each
class, if any, owned by the surviving corporation; and if the number of
any such shares is subject to change prior to the effective date of the
merger, the manner in which such change may occur.

(3) The terms and conditions of the proposed merger, including the
manner and basis of converting the shares of each subsidiary corporation
to be merged not owned by the parent corporation into shares, bonds or
other securities of the surviving corporation, or the cash or other
consideration to be paid or delivered in exchange for shares of each
such subsidiary corporation, or a combination thereof.

(4) If the parent corporation is not the surviving corporation,
provision for the pro rata issuance of shares of the surviving
corporation to the shareholders of the parent corporation on surrender
of any certificates therefor.

(5) If the parent corporation is not the surviving corporation, a
statement of any amendments or changes in the certificate of
incorporation of the surviving corporation to be effected by the merger.

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

(b) If the surviving corporation is the parent corporation, a copy of
such plan of merger or an outline of the material features thereof shall
be given, personally or by mail, to all holders of shares of each
subsidiary corporation to be merged not owned by the parent corporation,
unless the giving of such copy or outline has been waived by such
holders.

(c) A certificate of merger, entitled "Certificate of merger of .....
into ..... (names of corporations) under section 905 of the Business
Corporation Law", shall be signed and delivered to the department of
state by the surviving corporation. If the surviving corporation is the
parent corporation and such corporation does not own all shares of each
subsidiary corporation to be merged, such certificate shall be delivered
not less than thirty days after the giving of a copy or outline of the
material features of the plan of merger to shareholders of each such
subsidiary corporation, or at any time after the waiving thereof by the
holders of all of the outstanding shares of each such subsidiary
corporation not owned by the surviving corporation. The certificate
shall set forth:

(1) The statements required by subparagraphs (a) (1), (2), (4) and (5)
of this section.

(2) The effective date of the merger if other than the date of filing
of the certificate of merger by the department of state.

(3) The date when the certificate of incorporation of each constituent
corporation was filed by the department of state.

(4) A statement that the plan of merger was adopted by the board of
directors of the parent corporation.

(5) If the surviving corporation is the parent corporation and such
corporation does not own all the shares of each subsidiary corporation
to be merged, either the date of the giving to holders of shares of each
such subsidiary corporation not owned by the surviving corporation of a
copy of the plan of merger or an outline of the material features
thereof, or a statement that the giving of such copy or outline has been
waived, if such is the case.

(6) If the parent corporation is not the surviving corporation, a
statement that the proposed merger has been approved by the shareholders
of the parent corporation in accordance with paragraph (a) of section
903 (Authorization by shareholders).

(d) The surviving corporation shall thereafter cause a copy of such
certificate, certified by the department of state, to be filed in the
office of the clerk of each county in which the office of a constituent
corporation, other than the surviving corporation, is located, and in
the office of the official who is the recording officer of each county
in this state in which real property of a constituent corporation, other
than the surviving corporation, is situated.

(e) Paragraph (b) of section 903 (Authorization by shareholders) shall
apply to a merger under this section.

(f) The right of merger granted by this section to certain
corporations shall not preclude the exercise by such corporations of any
other right of merger or consolidation under this article.