Sec. 34-614. Amendment or abandonment of plan of merger.

372 words·~2 min read·/ct/title-34/chapter-616-entity-transactions/34-614

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, provided the plan does not otherwise specify 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, except 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 shall change

(A)the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof, 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 shall 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, provided 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 certificate 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 certificate of merger has been filed with the Secretary of the State but before the filing becomes effective, a certificate of abandonment, signed on behalf of a merging entity, shall be filed with the Secretary of the State before the certificate of merger becomes effective. The certificate of abandonment shall take effect upon its filing, and the merger shall be deemed abandoned and shall not become effective. The certificate of abandonment shall 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 certificate of merger was filed; and

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