§ 334. Amendment or abandonment of plan of merger.

398 words·~2 min read·/pa/title-15/chapter-3/334

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

(a)General rule.-- A plan of merger may be amended or abandoned only with the consent of each party to the plan, except as otherwise provided in the plan.

(b)Approval of amendment.-- A domestic entity that is a merging association may approve an amendment of a plan of merger in one of the following ways:

(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 its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the plan is entitled to vote on or consent to any amendment of the plan that will change any of the following:

(i)The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan.

(ii)The public organic record, if any, or private organic rules of the surviving association 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 association under its organic law or organic rules.

(iii)Any other terms or conditions of the plan, if the change would:

(A)increase the interest holder liability to which the interest holder will be subject; or

(B)otherwise adversely affect the interest holder in any material respect.

(c)Approval of abandonment.-- After a plan of merger has been approved by a domestic entity that is a merging association and before a statement of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic entity that is a merging association may abandon the plan in the same manner as the plan was approved.

(d)Statement of abandonment.-- If a plan of merger is abandoned after a statement of merger has been delivered to the department for filing and before the statement becomes effective, a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness), signed by a party to the plan, must be delivered to the department for filing before the statement of merger becomes effective.

15c335s