Pennsylvania Corporation Merger Agreement and Approval Packet

PENNSYLVANIA CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two existing Pennsylvania domestic for-profit business corporations under 15 Pa.C.S. Chapter 3, in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for a foreign or other-entity constituent, newly created survivor, nonprofit, professional, benefit or registered corporation issue, bank, insurer, health maintenance organization, regulated entity, two-step transaction under § 321(f), indirect holding-company transaction under § 321(d)(4), conversion, division, insolvent entity, or contested-control transaction.

Current-law gate. Former 15 Pa.C.S. §§ 1921-1930 were repealed. Pennsylvania merger plans, approvals, statements, effectiveness, and effects are now governed principally by §§ 321 and 331-336. Do not submit a legacy “articles of merger” form or cite the repealed provisions.

Keep four records separate. Maintain: (1) this negotiated Transaction Agreement; (2) the board-approved Plan of Merger; (3) each board and shareholder approval record; and (4) the executed and filed Statement of Merger. Department of State form DSCB:15-335 is a filing aid, not a substitute for the Plan or counsel's approval analysis.

Dissent rights are transaction-specific. Sections 333(d) and 1571 contain no-right routes and market/holder exceptions. Do not state that every shareholder has a fair-value right.

1. TRANSACTION CLASSIFICATION

Before drafting:

☐ Confirm both constituents are active Pennsylvania domestic business corporations and reconcile articles, amendments, bylaws, stock ledgers, voting agreements, options, warrants, equity awards, and board records.

☐ Confirm the transaction belongs under §§ 331-336 and is not a specialized route excluded above. If a foreign, other-entity, regulated, public-company, two-step, holding-company, or contested-control fact appears, stop and apply the law governing that exact transaction.

☐ Inventory securities, liens, debt, contracts, permits, employee plans, litigation, taxes and public accounts, real property, intellectual property, data, insurance, and foreign qualifications. Obtain third-party and governmental consents separately.

☐ Run fiduciary-duty, conflicts, antitrust, securities, tax, labor, benefit-plan, privacy, industry, solvency, and change-of-control review. This packet supplies no conclusion on those bodies of law.

2. NEGOTIATED TRANSACTION AGREEMENT

This Transaction Agreement is made as of [DATE] between [TARGET] ("Target") and [MERGER SUB] ("Merger Sub"). Subject to the attached Plan of Merger and all required approvals, the parties agree as follows.

2.1 Structure and closing

At the statutory effective time, Merger Sub will merge into Target, Merger Sub's separate existence will cease, and Target will survive. Closing will occur at [TIME / PLACE / REMOTE PROCEDURE] after satisfaction or written waiver of the waivable conditions selected in Schedule 5.

The parties will not deliver the Statement of Merger until the approval record in Section 4 is complete. The closing team will retain the Transaction Agreement, Plan, board and shareholder records, dissent materials, filed Statement, and filing evidence.

2.2 Consideration and capitalization

Schedule 2 must state, for every class or series of each constituent, the authorized, issued, treasury, and outstanding shares; treatment of each share; interests, securities, obligations, money, property, or acquisition rights payable; fractional-interest treatment; withholding and exchange mechanics; and treatment of options, warrants, equity awards, and intercompany shares.

If a parent, guarantor, financing source, or third-party issuer supplies consideration or becomes a party, identify it and obtain separate authority, approval, securities, and governing-law analysis. Its appearance does not expand this packet's two-Pennsylvania-corporation scope.

2.3 Representations and schedules

Each party makes only the representations selected and completed in the disclosure schedules concerning organization, authority, capitalization, financial statements, liabilities, taxes, litigation, contracts, permits, employees and benefits, intellectual property, data, property, compliance, brokers, and absence of conflicts.

State the knowledge standard, materiality standard, disclosure method, bring-down test, survival period, and remedy for every selected representation. No representation is included merely because its topic appears in this checklist.

2.4 Covenants and conditions

Schedule 4 states the negotiated ordinary-course covenant, exceptions, consent rights, access, confidentiality, financing cooperation, employee communications, regulatory filings, shareholder materials, and any solicitation or fiduciary-out terms.

Schedule 5 states the closing conditions, including statutory approvals, third-party and governmental consents, absence of a prohibitory order, accuracy of selected representations under the chosen standard, covenant performance, and deliveries. No contractual waiver replaces a required board action, shareholder approval, dissent procedure, or filing.

2.5 Amendment, termination, and risk allocation

Schedule 6 addresses amendment, mutual termination, outside date, uncured material breach, failed approval, prohibitory order, any superior-proposal route, termination fee, expenses, survival, and consequences. Coordinate every amendment or abandonment with § 334 and Section 4.5 below.

Schedule 7 identifies any responsible persons, covered claims, survival periods, baskets, caps, escrow or insurance, claim procedure, third-party-claim control, exclusive-remedy language, and fraud and nonwaivable-law treatment. No indemnity or liability cap applies by default.

2.6 Governing law and forum

Pennsylvania law governs this agreement. Subject to mandatory jurisdiction and venue, the parties select the state and federal courts serving [COUNTY], Pennsylvania. Arbitration is excluded. Any jury waiver applies only to the fullest extent enforceable after Pennsylvania counsel reviews the claims and selected forum.

3. EXHIBIT A — PLAN OF MERGER

Each constituent must approve the same Plan of Merger in record form under §§ 321, 332, and 333.

PLAN OF MERGER

1. Constituents. [TARGET] and [MERGER SUB] are Pennsylvania domestic business corporations.

2. Survivor. Merger Sub will merge into Target, and Target will survive. Target exists before the merger and is not created by it.

3. Share conversion or cancellation. Each issued and outstanding share will remain outstanding, convert, exchange, or cancel exactly as follows:

4. Target organic records and rules. Target's articles and bylaws that are in record form will: ☐ remain unchanged; or ☐ be amended exactly as stated in Attachment A.

5. Special treatment under § 329. Select one: ☐ This Plan expressly provides that § 329 does not apply. ☐ This Plan expressly provides that § 329 applies, and Attachment B identifies every same-class or same-series group receiving materially different mandatory treatment and documents the required approval and notice analysis.

6. Certificates and book entries. [State surrender, exchange, lost-certificate, uncertificated-share, withholding, and fractional-interest procedures.]

7. Other terms and conditions. [Insert all additional merger terms required by law, the articles, or bylaws, and any reviewed optional terms.]

8. Amendment or abandonment. Before the Statement of Merger becomes effective, this Plan may be amended or abandoned only under the authority and limits stated in § 334 and the Transaction Agreement.

9. Effective time. The merger will become effective: ☐ when the Statement of Merger is filed and effective; or ☐ on [DATE] at [TIME], after filing.

4. APPROVAL RECORD

4.1 Board approval

☐ Each board adopted a resolution approving the same Plan and directed shareholder submission unless § 321(d) or another documented statutory route makes shareholder approval unnecessary.

☐ Any board action without a meeting uses consents in record form signed by all directors in office at the effective time, is filed with the board minutes, and satisfies § 1727(b)-(c).

☐ Conflicts, recusals, committees, fairness or valuation work, and fiduciary-process advice are documented separately. Statutory approval does not resolve those issues by itself.

4.2 Route A — shareholder meetings

Give meeting notice in record form at least 10 days before a meeting that will consider the merger. Give notice to every shareholder of record, voting or nonvoting, and include or enclose:

☐ the complete Plan or a summary;

☐ any § 329 special-treatment notice;

☐ the text granting dissent rights and the text of §§ 1571-1580 for every class or series entitled to dissent; and

☐ a statement that the post-merger organic rules will be furnished on request without cost.

Under § 321(c), ordinary approval requires a majority of votes cast by all shareholders entitled to vote and a majority of votes cast in each class vote. Apply any class vote triggered by an article change, any § 329 special-treatment vote, and every valid higher threshold in the governing documents or other law.

4.3 Route B — shareholder consents under §§ 330 and 1766

Unless the bylaws restrict the route, shareholder action may be taken without a meeting through consents in record form signed by all shareholders entitled to vote. File the consents with the shareholder minutes.

Use less-than-unanimous consent only if the bylaws expressly authorize it. Obtain consents carrying at least the votes that would be needed if all voting shares were present and voting. The merger action cannot become effective until at least 10 days after notice containing the meeting-notice information is given to every voting shareholder who did not consent.

Section 330 also recognizes unanimous interest-holder vote or consent as satisfying Chapter 3 approval requirements, subject to the organic rules. Do not use that provision to bypass a required board action without a written Pennsylvania-counsel analysis.

4.4 Section 321(d) no-shareholder-vote analysis

Do not omit shareholder approval merely because a corporation survives or is parent-owned. Attach a route-specific memorandum and check the articles and bylaws for a contrary requirement.

Continuity route — § 321(d)(1)(i):

☐ Target remains a Pennsylvania business corporation, and its post-merger articles are identical except for changes permitted without shareholder approval under § 1914(c).

☐ Each outstanding Target share continues as or converts into an identical Target share, except as its holder agrees otherwise.

☐ Pre-merger Target shareholders will hold post-merger shares carrying at least a majority of the votes entitled to be cast generally for director elections.

Other routes requiring separate analysis:

☐ Another association owns, directly or indirectly, at least 80% of every outstanding class of the corporation continuously from immediately before Plan adoption through effectiveness; document the parent-governor approval and § 321(d)(3) consequences.

☐ No shares of the corporation were issued before its board adopted the Plan.

Only the exact statutory route selected controls whose board or shareholder action is unnecessary. The § 321(d)(1)(i) and (4) routes also affect statutory dissent rights under § 333(d)(2); the 80%-ownership and no-issued-shares routes are not listed in that no-dissent provision.

4.5 Amendment or abandonment

Under § 334, amendment or abandonment requires each Plan party's consent unless the Plan provides otherwise. If the Plan does not specify an amendment method, approve the amendment in the same manner as the Plan.

After interest-holder approval, renewed interest-holder approval is required for an amendment changing the consideration, changing the survivor's organic record or rules beyond changes permitted without interest-holder approval, increasing interest-holder liability, or otherwise materially adversely affecting an interest holder. After filing but before effectiveness, file a statement of abandonment if the Plan is abandoned.

5. PENNSYLVANIA DISSENT AND FAIR-VALUE WORKFLOW

5.1 Eligibility under §§ 333(d) and 1571

Classify each corporation, class or series, and holder group. A shareholder of a Pennsylvania business corporation that is a merging association may have dissent rights by complying with §§ 1571-1580, but apply every exception before giving notice or making a rights statement.

The statutory rights generally do not apply to a class or series that, on the applicable record or public-announcement date, is listed on a national securities exchange or is beneficially or of record held by more than 2,000 persons. Apply the preferred/special-class and special-treatment exceptions to that exclusion. Sections 333(d)(2) and 321(d)(1)(i) and (4) also eliminate statutory dissent rights for the specified continuity and holding-company merger routes, subject to any contractual rights under § 317.

5.2 Meeting route — preserve rights

Before the vote, a shareholder seeking fair value must file a written notice of intention to demand payment, maintain beneficial ownership continuously through the effective date, and refrain from voting the shares in approval. A proxy or vote against the merger is not the required written notice.

5.3 Post-approval notice and demand

After meeting approval, deliver the § 1575 notice to every shareholder who timely gave notice of intent and did not vote in favor. If approval occurs by less-than-unanimous consent or without shareholder approval, deliver the adoption notice to all shareholders entitled to dissent.

The notice must state where and when the payment demand and certificated shares must be delivered, explain any restriction on uncertificated shares, supply the statutory demand form and acquisition-date certification request, and include a copy of §§ 1571-1580. Set a receipt-and-deposit deadline at least 30 days after delivery of the notice.

Failure to timely demand payment or deposit certificated shares defeats the statutory payment right. If the merger has not become effective within 60 days after the demand/deposit date, return deposited certificates and release transfer restrictions; a later renewed notice may restart the procedure.

5.4 Corporation estimate, shareholder estimate, and valuation action

Promptly after effectiveness, or after timely demand if the merger is already effective, the corporation must either remit its fair-value estimate or state that no remittance will be made. Include the financial statements, estimate, supplemental-demand notice, and dissent-subchapter copy required by § 1577(c).

If the shareholder disputes the estimate or remittance, the shareholder must send a separate estimate within 30 days after the corporation mails its remittance or notice or be limited to the corporation's stated amount.

If demands remain unsettled, the corporation may commence the § 1579 valuation proceeding within 60 days after the latest of effectiveness, timely payment demands, or timely shareholder estimates. If it does not, an unsettled dissenter may file in the corporation's name during the next 30 days. Calendar joinder, service, interest, costs, and possible fee assessments under §§ 1579-1580 separately.

“Fair value” is measured immediately before effectiveness, considers all relevant factors, and excludes appreciation or depreciation in anticipation of the merger. Do not promise a valuation, interest rate, fee award, cost allocation, or litigation result.

6. STATEMENT OF MERGER, FILING, AND EFFECT

6.1 Statement checklist under § 335 and DSCB:15-335

After approval, an authorized representative of each merging association signs and delivers the Statement of Merger. Complete the current official form with:

☐ Target's exact name, Pennsylvania jurisdiction of formation, business-corporation type, and registered office or commercial registered office provider;

☐ Merger Sub's exact name, Pennsylvania jurisdiction of formation, business-corporation type, and registered office or provider;

☐ filing effectiveness or the selected future date and time;

☐ the statement that each domestic entity approved the merger under Chapter 3, Subchapter C;

☐ every required signature and title;

☐ one DSCB:15-134B docketing statement;

☐ any Target article amendment approved in the Plan, name consent, governmental approval, or other fact-specific attachment; and

☐ tax-clearance certificates if the actual survivor or constituent facts trigger the form instructions.

For more than two parties, use DSCB:15-335AD. A Plan signed by every merging association and containing the information required by § 335(b) may be filed instead of the Statement, but do not place confidential deal terms in the public record without counsel's review.

6.2 Current official filing fee

The official DSCB:15-335 form retrieved 2026-07-30 states a $70 nonrefundable base fee plus $40 for each association that is a party to the merger. A two-party merger therefore has a stated minimum fee of $150. Recheck the live form, fee, Business Filing Services submission route, payment method, entity status, docketing statement, and attachments immediately before submission.

6.3 Effectiveness and statutory effect

Under § 335, the merger becomes effective when the Statement of Merger is effective or, for a foreign survivor outside this packet, at the later time specified by statute. Use only a future delayed effective date and time supported by the current form and filing system.

Under § 336, Target continues; Merger Sub's separate existence ceases; constituent property vests in Target without transfer, reversion, or impairment; debts, obligations, and liabilities become Target's; rights, privileges, immunities, and powers vest in Target; liens remain unimpaired; pending claims and proceedings continue or may substitute Target; and shares are converted or canceled as the Plan provides, subject to applicable dissent rights.

7. CLOSING RECORD

☐ Executed Transaction Agreement and completed Schedules 2-7

☐ Board-approved Plan and article/bylaw amendment attachments

☐ Board records and shareholder meeting or consent records

☐ Section 321(d) no-vote memorandum, if used

☐ Section 329 special-treatment analysis, approval, and notices, if used

☐ Dissent eligibility analysis, notices, demands, certificates, estimates, financial statements, and court calendar

☐ Executed DSCB:15-335, DSCB:15-134B, and all fact-specific attachments

☐ Filing receipt and effective-time evidence

☐ Consideration exchange and withholding ledger

☐ Tax, public-account, payroll, permits, licenses, title, contracts, accounts, benefits, insurance, foreign-registration, and records-retention workplan

SOURCES AND REFERENCES

• Pennsylvania General Assembly — Title 15, Chapter 3
• Pennsylvania General Assembly — Title 15, Chapter 15
• Pennsylvania General Assembly — Title 15, Chapter 17
• Pennsylvania Department of State — Statement of Merger, DSCB:15-335

Pennsylvania merger, approval, consent, dissent, statement, filing-fee, effectiveness, and successor-effect rules verified against current official sources on 2026-07-30. A bill-reference scan run without a date cutoff found no current-session bill specifically proposing to amend these merger or dissent provisions; recheck enacted and pending legislation, form revision, filing instructions, and fees immediately before use.