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Dgcl Agreement Of Merger

7. (c) The agreement required by paragraph (b) of this section is accepted, approved, certified, executed and recognized by each of the companies in the same manner as provided for in paragraphs 251 or 255 of this title and, in the case of partnerships, in accordance with their partnership agreements and in accordance with the laws of the jurisdiction under which they are incorporated. If the surviving or resulting entity is a partnership, the merger or consolidation agreement must be approved, in addition to any other authorization issued by each shareholder of a merger company that becomes a complement to the surviving or resulting partnership. The contract is to be filed and shall take effect for all purposes of the laws of that State if and as provided for in paragraphs 251 or 255 of this Title with respect to the merger or consolidation of enterprises of that State. Instead of filing the contract of merger or consolidation, the surviving or resulting company or partnership may file a notice of merger or consolidation in accordance with Article 103 of this Title, if the surviving or resulting entity is a capital company, or by a complement if the surviving or resulting enterprise is a partnership, namely: which is pending against a company participating in a merger or consolidation shall be continued as if such a merger or consolidation had not taken place or if the company which survives such a merger or consolidation, or which results from such a merger or consolidation, may be replaced by such an act or proceeding. . . . .