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Hear this out loud PauseA person who is the owner of 20% or more of the outstanding voting stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary; Notwithstanding the foregoing, a presumption
253. Merger of parent corporation and subsidiary corporation or corporations. (2) The terms and conditions of the merger shall obligate the surviving corporation to provide the agreement, and take the actions, required by 252(d) of this title or 258(c) of this title, as applicable.
(a) Any 1 or more corporations of this State may merge or consolidate with 1 or more foreign corporations, unless the laws of the jurisdiction or jurisdictions under which such foreign corporation or corporations are organized prohibit such merger or consolidation.
174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation.
Section 170(a) of the Delaware General Corporation Law (DGCL) permits dividends to be declared out of two legally available sources: (1) out of surplus, or (2) if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (so-called nimble dividends)