Mass. Gen. Laws ch. 156B, § 81

When two or more corporations are consolidated or merged, the corporation resulting from or surviving such consolidation or merger (1) may issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock to provide for all the payments it will be required to make, or obligations it will be required to assume, in order to effect such consolidation or merger, to secure the payment of which bonds and obligations it shall be lawful to mortgage its corporate franchise, rights, privileges and property, real, personal or mixed, and (2) may issue shares of its capital stock and other securities to the stockholders of such constituent corporations in exchange or payment for the original shares, in such amount as shall be necessary in accordance with the terms of the agreement of consolidation or merger in order to effect such consolidation or merger in the manner and on the terms specified in such agreement.