Rhode Island Corporation Merger Agreement and Approval Packet

RHODE ISLAND CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two existing Rhode Island domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for foreign constituents, nonprofit or regulated corporations, short-form mergers, public-company structures, insolvency, or contested control.

Approval gate. Ordinary shareholder approval is by a majority of all outstanding shares entitled to vote, not merely a majority of votes cast. Meeting notice for the merger must be given at least 20 days before the meeting.

1. Transaction Classification

☐ Reconcile articles, bylaws, stock ledgers, voting agreements, equity awards, and board records.

☐ Inventory debt, liens, contracts, permits, employees, benefits, taxes, litigation, property, intellectual property, data, insurance, and foreign qualifications.

☐ Identify every consent or approval outside the Rhode Island Business Corporation Act.

2. Negotiated Transaction Agreement

This Transaction Agreement is made as of [DATE] between [TARGET] and [MERGER SUB]. Subject to the Plan and all required approvals, Merger Sub will merge into Target and Target will survive.

Schedule 2 states capitalization, consideration, share conversion, fractional interests, withholding, exchange mechanics, and equity-award treatment.

Schedules 3 through 5 contain selected representations, disclosure schedules, interim covenants, closing conditions, termination, expenses, remedies, and risk allocation. A contractual waiver cannot replace a mandatory vote, dissent procedure, or filing.

3. Exhibit A — Plan of Merger

Under § 7-1.2-1001, state the corporations, survivor, merger terms and conditions, share-conversion manner and basis, and any survivor-articles amendment.

PLAN OF MERGER

1. Parties and survivor. [TARGET] and [MERGER SUB] are Rhode Island business corporations. [TARGET] will survive.

2. Terms and conditions. [________________________________]

3. Share treatment.

4. Survivor articles. ☐ unchanged ☐ amended exactly as Attachment A.

5. Amendment / abandonment. [State authority, procedure, limits, and filing consequence.]

6. Effective time. [________________________________]

4. Approval Record

Each board adopts the Plan and submits it to shareholders unless a statutory exception applies. Give each entitled shareholder at least 20 days' written meeting notice containing or accompanied by the Plan or a summary.

The survivor no-vote exception requires unchanged survivor articles except permitted amendments, identical continuing shares, and that the voting shares issuable or potentially issuable in the merger not exceed the statute's single 20% voting-power ceiling. Do not add a separate participating-share test that Rhode Island law does not state.

☐ Board records, notice, delivery evidence, record dates, proxies, written actions, vote tabulations, and the approved Plan are retained.

5. Dissent / Fair-Value Workflow

Before sending approval materials, classify each holder under §§ 7-1.2-1201 and 7-1.2-1202. Do not assume that every shareholder has or lacks rights.

☐ Meeting notice, written objection, voting condition, post-vote demand, certificate handling, payment, valuation dispute, and court calendar are completed under the current statute.

☐ Dissent communications are kept separate from the general exchange-agent instructions.

6. Articles of Merger

After approval, prepare and file Articles of Merger under § 7-1.2-1002 using current Secretary of State Form 610.

Confirm the current form and fee immediately before filing; the official Form 610 reviewed for this packet stated a $100 filing fee.

7. Closing and Post-Closing

☐ Final Plan matches the approved version.

☐ Filed Articles are accepted and the effective time is independently confirmed.

☐ Consideration and exchange instructions are released after closing conditions are satisfied.

☐ Dissent notices, contracts, permits, liens, tax, payroll, benefits, insurance, property, intellectual property, data, foreign qualifications, stock ledger, and minute books are completed or updated.

8. Signatures

[TARGET]

By: ________________________________________

Name / title: [________________________________]

Date: [__/__/____]

[MERGER SUB]

By: ________________________________________

Name / title: [________________________________]

Date: [__/__/____]

Sources and References

• Rhode Island General Assembly — Title 7, Chapter 1.2
• Rhode Island Secretary of State — Form 610 Articles of Merger or Consolidation