Kansas Statutes 17-78,304. Amendment or termination of agreement of interest exchange
Terms Used In Kansas Statutes 17-78,304
- Acquired entity: means the entity, all of one or more classes or series of interests in which are acquired in an interest exchange. See Kansas Statutes 17-78,102
- Agreement: means a plan or agreement of merger, interest exchange, conversion or domestication. See Kansas Statutes 17-78,102
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Entity: means :
(1) A corporation;
(2) a general partnership, including a limited liability partnership;
(3) a limited partnership, including a limited liability limited partnership;
(4) a limited liability company;
(5) a business trust or statutory trust entity;
(6) a cooperative; or
(7) any other person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than:
(A) An individual;
(B) a testamentary, inter vivos or charitable trust, with the exception of a business trust, statutory trust entity or similar trust;
(C) an association or relationship that is not a partnership solely by reason of Kan. See Kansas Statutes 17-78,102
- Interest: means :
(1) A governance interest in an unincorporated entity;
(2) a transferable interest in an unincorporated entity; or
(3) a share or membership in a corporation. See Kansas Statutes 17-78,102
- Interest exchange: means a transaction authorized by Kan. See Kansas Statutes 17-78,102
- Interest holder: means a direct holder of an interest. See Kansas Statutes 17-78,102
- Organic law: means the statutes, if any, other than this act, governing the internal affairs of an entity. See Kansas Statutes 17-78,102
- Organic rules: means the public organic document and private organic rules of an entity. See Kansas Statutes 17-78,102
- Property: includes personal and real property. See Kansas Statutes 77-201
- Public organic document: means the public record the filing of which creates an entity and any amendment to or restatement of that record. See Kansas Statutes 17-78,102
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Kansas Statutes 77-201
(a) An agreement of interest exchange of a domestic acquired entity may be amended:
(1) In the same manner as the agreement was approved, if the agreement does not provide for 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 agreement, but an interest holder that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the agreement that will change:
(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 acquired entity under the agreement;
(B) the public organic document or private organic rules of the acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the acquired entity under its organic law or organic rules; or
(C) any other terms or conditions of the agreement, if the change would adversely affect the interest holder in any material respect.
(b) After an agreement of interest exchange has been approved by a domestic acquired entity and before a certificate of interest exchange becomes effective, the agreement may be terminated:
(1) As provided in the agreement; or
(2) unless prohibited by the agreement, in the same manner as the agreement was approved.
(c) If an agreement of interest exchange is terminated after a certificate of interest exchange has been filed with the secretary of state and before the filing becomes effective, a certificate of termination, signed on behalf of the acquired entity, shall be filed with the secretary of state before the time the certificate of interest exchange becomes effective. The certificate of termination takes effect upon filing and the interest exchange is terminated and does not become effective. The certificate of termination must contain:
(1) The name of the acquired entity;
(2) the date on which the certificate of interest exchange was filed; and
(3) a statement that the interest exchange has been terminated in accordance with this section.