78839013.1-894Virginia Decodedhttps://vacode.org2016CorporationsVirginia Nonstock Corporation ActMergerMergerCode 1950, § 13.1-240; 1956, c. 428; 1985, c. 522; 2007, c. 925; 2008, c. 509; 2015, c. 611.Sentara Hospitals v. Maxim Healthcare ServicesCivil Action No. 2:07cv1617 F. Supp. 2d 4402007-08-17https://www.courtlistener.com/opinion/2338882/sentara-hospitals-v-maxim-healthcare-services/ . . . compliance with the requirement of Va.Code Ann. § 13.1-894 (1985), effected such a transfer of . . . District Court, E.D. Virginiahttp://law.lis.virginia.gov/vacode/13.1-894/13.1-804Filing requirements/13.1-804//13.1-894/13.1/10/11/13.1-89413.1-893.138.2-100138.2-101738.2-4204.155-532One or more domestic corporations may merge with one or more domestic or foreign corporations or eligible entities pursuant to a plan of merger, or two or more foreign corporations or domestic or foreign eligible entities may merge into a new domestic corporation to be created in the merger in the manner provided in this chapter. When a domestic corporation is the survivor of a merger with a domestic stock corporation, it may become, pursuant to subdivision C 5, a domestic stock corporation, provided that the only parties to the merger are domestic corporations and domestic stock corporations.sectionAA1A foreign corporation or a foreign eligible entity may be a party to a merger with a domestic corporation or may be created pursuant to the terms of the plan of merger only if the merger is permitted by the laws under which the foreign corporation or eligible entity is organized or by which it is governed.sectionBB1The plan of merger shall include:sectionCC1 The name of each domestic or foreign corporation or eligible entity that will merge and the name of the domestic or foreign corporation or eligible entity that will be the survivor of the merger;sectionC1C12 The terms and conditions of the merger;sectionC2C22 The manner and basis of converting the membership interests of each merging domestic or foreign corporation and eligible interests of each domestic or foreign eligible entity into membership interests, eligible interests or other securities, obligations, rights to acquire membership interests, eligible interests or other securities, cash or other property, or any combination of the foregoing;sectionC3C32 The manner and basis of converting any rights to acquire the membership interests of each merging domestic or foreign corporation and eligible interests of each merging domestic or foreign eligible entity into membership interests, eligible interests or other securities, obligations, rights to acquire membership interests, eligible interests or other securities, cash or other property, or any combination of the foregoing;sectionC4C42 Any other provisions required by the laws under which any party to the merger is organized or by which it is governed or required by the articles of incorporation or organic document of any such party.sectionC6C62Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection L of § 13.1-804.sectionDD1The plan of merger may also include a provision that the plan may be amended prior to the effective date of the certificate of merger, but if the members of a domestic corporation that is a party to the merger are required by any provision of this chapter to vote on the plan, the plan may not be amended subsequent to approval of the plan by such members to change any of the following unless such amendment is approved by the members:sectionEE1 The amount or kind of membership interests, eligible interests or other securities, obligations, rights to acquire membership interests, eligible interests or other securities, cash, or other property to be received under the plan by the members of or owners of eligible interests in any party to the merger;sectionE1E12 The articles of incorporation of any domestic or foreign corporation or stock corporation or the organic document of any unincorporated entity that will survive or be created as a result of the merger, except for changes permitted by subsection B of § 13.1-885; orsectionE2E22 Any of the other terms or conditions of the plan if the change would adversely affect such members in any material respect.sectionE3E32