Sec. 20-35. Mergers.

471 words·~2 min read·/il/chapter-205/act-731/20-35

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(a)Before a proposed merger or consolidation of a registrant with another person, the registrant shall submit all of the following, as applicable, to the Department:

(1)An application in a form and medium prescribed by the Department.

(2)The plan of merger or consolidation in accordance with subsection (e).

(3)In the case of a registrant, the information required by Section 15-10 concerning

the person that would be the surviving entity in the proposed merger or consolidation.

(b)If a proposed merger or consolidation would change the control of a registrant, the registrant shall comply with Section 20-30 and this Section.

(c)The Department, in accordance with Section 15-10, shall approve, conditionally approve, or deny an application for approval of a merger or consolidation of a registrant. The Department, in a record, shall send notice of its decision to the registrant and the person that would be the surviving entity. If the Department denies the application, the registrant shall abandon the merger or consolidation or cease digital asset business activity with or on behalf of residents.

(d)The Department may revoke or modify a determination under paragraph (c), after notice and opportunity to be heard, if, in its judgment, revocation or modification is consistent with this Act.

(e)A plan of merger or consolidation of a registrant with another person shall do all of the following:

(1)Describe the effect of the proposed transaction on the registrant's conduct of

digital asset business activity with or on behalf of residents.

(2)Identify each person to be merged or consolidated and the person that would be the

surviving entity.

(3)Describe the terms and conditions of the merger or consolidation and the mode of

carrying it into effect.

(f)If a merger or consolidation of a registrant and another person requires approval of another regulatory agency, and the action of the other agency conflicts with that of the Department, the Department shall confer with the other agency. If the proposed merger or consolidation cannot be completed because the conflict cannot be resolved, the registrant shall abandon the merger or consolidation or cease digital asset business activity with or on behalf of residents.

(g)The Department may condition approval of an application under subsection (a). If the Department does not receive notice from the parties that the parties accept the Department's condition not later than 31 days after the Department sends notice in a record of the condition, the application is deemed denied. If the application is deemed denied, the registrant shall abandon the merger or consolidation or cease digital asset business activity with, or on behalf of, residents.

(h)If a registrant acquires substantially all of the assets of a person, whether or not the person's registration was approved by the Department, the transaction is subject to this Section.