29-2204. Amendment or abandonment of plan of merger

436 words·~2 min read·/az/title-29/29-2204

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 either:

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.

2. By the governors or interest holders of the entity in the manner provided in the plan except that 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 any of the following:

(a)The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing, to be received by any of the interest holders of the merging entities under the plan.

(b)The public organizational document or private organizational documents 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 governing statute or organizational documents.

(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 pursuant to section 29-2205, the plan may be abandoned by the domestic merging entity, subject to any contractual rights as follows:

1. As provided in the plan.

2. If not provided in the plan, either:

(a)By the governors of the domestic merging entity, unless prohibited by the plan.

(b)In the same manner as the plan was approved.

C. If a statement of merger has been delivered for filing with the appropriate filing authority, the plan of merger may be abandoned only if the statement of merger sets forth a delayed effective date under section 29-2205, subsection B, paragraph 4. Such a plan of merger may be abandoned by delivering for filing with the appropriate filing authority on or before the delayed effective date a statement of abandonment, signed on behalf of each merging entity. A statement of abandonment takes effect on delivery for filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain all of the following:

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.

3. A statement that the merger has been abandoned in accordance with this section.