Sec. 10.55.204. Amendment or abandonment of plan of merger.

386 words·~2 min read·/ak/title-10/chapter-55/10-55-204

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)A plan of merger of a domestic merging entity may be amended

(1)in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or

(2)by the governors or interest holders of the entity in the manner provided in the plan; however, an interest holder that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change

(A)the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, to be received by the interest holders of any party to the plan;

(B)the public organic document or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or

(C)any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

(b)After a plan of merger has been approved by a domestic merging entity and before a statement of merger becomes effective, the plan may be abandoned

(1)as provided in the plan; or

(2)unless prohibited by the plan, in the same manner as the plan was approved.

(c)If a plan of merger is abandoned after a statement of merger has been filed with the department and before the filing becomes effective, a statement of abandonment, signed on behalf of a merging entity, must be filed with the department before the time the statement of merger becomes effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain

(1)the name of each merging or surviving entity that is a domestic entity or a qualified foreign entity;

(2)the date on which the statement of merger was filed; and

(3)a statement that the merger has been abandoned in accordance with this section.