Arizona Laws 29-2204. Amendment or abandonment of plan of merger
A. A plan of merger of a domestic merging entity may be amended either:
Terms Used In Arizona Laws 29-2204
- 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.
- Appropriate filing authority: means :
(a) With respect to corporations, business trusts and limited liability companies, the commission. See Arizona Laws 29-2102
- Domestic entity: means an entity whose internal affairs are governed by the laws of this state. See Arizona Laws 29-2102
- Entity: means any of the following:
(a) A corporation. See Arizona Laws 29-2102
- Foreign entity: means an entity other than a domestic entity. See Arizona Laws 29-2102
- Interest: means a governance interest or a transferable interest, including a share or membership in a corporation. See Arizona Laws 29-2102
- Interest holder: means a direct holder of an interest. See Arizona Laws 29-2102
- Merger: means a transaction authorized by article 2 of this chapter. See Arizona Laws 29-2102
- Merging entity: means an entity that is a party to a merger and that exists immediately before the merger becomes effective. See Arizona Laws 29-2102
- Organizational documents: means the public organizational document and private organizational documents of an entity. See Arizona Laws 29-2102
- Plan: means a plan of merger, interest exchange, conversion, domestication or division. See Arizona Laws 29-2102
- Property: includes both real and personal property. See Arizona Laws 1-215
- Statute: A law passed by a legislature.
- Surviving entity: means the entity that continues in existence after, or that is organized as a result of, a merger. See Arizona Laws 29-2102
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 the governors or interest holders of the entity in the manner provided in the plan except that 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 will change any of the following:
(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 merging entities under the plan.
(b) The public organizational document or private organizational documents of the surviving entity 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 entity under its governing statute or organizational documents.
(c) Any other terms or conditions of the plan, if 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 statement of merger becomes effective pursuant to section 29-2205, the plan may be abandoned by the domestic merging entity, subject to any contractual rights as follows:
1. As provided in the plan.
2. If not provided in the plan, either:
(a) By the governors of the domestic merging entity, unless prohibited by the plan.
(b) In the same manner as the plan was approved.
C. If a statement of merger has been delivered for filing with the appropriate filing authority, the plan of merger may be abandoned only if the statement of merger sets forth a delayed effective date under section 29-2205, subsection B, paragraph 4. Such a plan of merger may be abandoned by delivering for filing with the appropriate filing authority on or before the delayed effective date a statement of abandonment, signed on behalf of each merging entity. A statement of abandonment takes effect on delivery for filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain all of the following:
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 statement of merger was filed.
3. A statement that the merger has been abandoned in accordance with this section.