16-1a-805. Amendment or abandonment of plan of interest exchange.

505 words·~2 min read·/ut/title-16/chapter-1a/16-1a-805

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

Effective 10/1/2026

(1)A plan of interest exchange may be amended only with the consent of each party to the plan of interest exchange, except as otherwise provided in the plan of interest exchange.

(2)A domestic acquired entity may approve an amendment to a plan of interest exchange:

(a)in the same manner as the plan of interest exchange was approved, if the plan of interest exchange does not provide for the manner by which a person may amend the plan of interest exchange; or

(b)except as provided in Subsection

(3), by the domestic acquired entity's governors or interest holders in the manner provided in the plan of interest exchange.

(3)An interest holder that was entitled to vote on or consent to the approval of an interest exchange is entitled to vote on or consent to an amendment to the plan of interest exchange that will change:

(a)the amount or kind of interests, securities, obligations, money, other property, or rights to acquire interests or securities that the interest holders of the acquired entity will receive under the plan of interest exchange;

(b)the public organic record, if any, or private organic rules of the acquired entity that will be in effect immediately after the interest exchange takes effect, except for a change that does not require approval of the interest holders of the acquired entity under the acquired entity's organic law or organic rules; or

(c)any other term or condition of the plan of interest exchange if the change would adversely affect the interest holder in a material respect.

(a)After a plan of interest exchange is approved and before a statement of interest exchange takes effect, the plan of interest exchange may be abandoned as provided in the plan of interest exchange.

(b)Unless prohibited by the plan of interest exchange a domestic acquired entity may abandon the plan of interest exchange in the same manner as the plan of interest exchange was approved.

(a)If a plan of interest exchange is abandoned after a statement of interest exchange is delivered to the division for filing and before the statement of interest exchange takes effect, the acquired entity shall:

(i)sign a statement of abandonment; and

(ii)deliver the statement of abandonment to the division for filing before the statement of interest exchange takes effect.

(b)A statement of abandonment takes effect on the day and time on which the acquired entity delivers the statement of abandonment to the division for filing.

(c)After a statement of abandonment takes effect, the interest exchange is abandoned and does not become effective.

(6)A statement of abandonment shall contain:

(a)the name of the acquired entity;

(b)the day on which the acquired entity delivers the statement of interest exchange to the division for filing; and

(c)a statement that the interest exchange has been abandoned in accordance with this section.

Enacted by Chapter 93 , 2026 General Session