Arizona Laws 29-2304. Amendment or abandonment of plan of interest exchange
A. A plan of interest exchange of a domestic acquired entity may be amended either:
Terms Used In Arizona Laws 29-2304
- Acquired entity: means an entity in which all of one or more classes or series of interests are acquired in an interest exchange. See Arizona Laws 29-2102
- 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
- Entity: means any of the following:
(a) A corporation. 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 exchange: means a transaction authorized by article 3 of this chapter. See Arizona Laws 29-2102
- Interest holder: means a direct holder of an interest. 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.
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 interest exchange 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 domestic acquired entity under the plan.
(b) The public organizational document or private organizational documents of the domestic 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 domestic acquired 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 interest exchange has been approved by a domestic acquired entity and before a statement of interest exchange becomes effective pursuant to section 29-2305, the plan may be abandoned by the domestic acquired entity, subject to any contractual rights:
1. As provided in the plan.
2. If not provided in the plan, either:
(a) By the governors of the domestic acquired entity, unless prohibited by the plan.
(b) In the same manner as the plan was approved.
C. If a statement of interest exchange has been delivered for filing with the appropriate filing authority, the plan of interest exchange may be abandoned only if the statement of interest exchange sets forth a delayed effective date under section 29-2305, subsection B, paragraph 3. A plan of interest exchange 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 the domestic acquired entity. A statement of abandonment takes effect on delivery for filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain all of the following:
1. The name of the domestic acquired entity.
2. The date on which the statement of interest exchange was filed.
3. A statement that the interest exchange has been abandoned in accordance with this section.