Arizona Laws 29-2404. Amendment or abandonment of plan of conversion
A. A plan of conversion of a domestic converting entity may be amended either:
Terms Used In Arizona Laws 29-2404
- 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
- Conversion: means a transaction authorized by article 4 of this chapter. See Arizona Laws 29-2102
- Converted entity: means the converting entity as it continues in existence after a conversion. See Arizona Laws 29-2102
- Converting entity: means the domestic entity that approves a plan of conversion pursuant to section 29-2403 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of organization. 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 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 conversion 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 converting entity under the plan.
(b) The public organizational document or private organizational documents of the domestic converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the domesticated converted 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 conversion has been approved by a domestic converting entity and before a statement of conversion becomes effective pursuant to section 29-2405, the plan may be abandoned by the domestic converting 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 converting entity, unless prohibited by the plan.
(b) In the same manner as the plan was approved.
C. If a statement of conversion has been delivered for filing with the appropriate filing authority, the plan of conversion may be abandoned only if the statement of conversion sets forth a delayed effective date under section 29-2405, subsection B, paragraph 3. A plan of conversion 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 converting entity. A statement of abandonment takes effect on delivery for filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain all of the following:
1. The name of the domestic converting entity.
2. The date on which the statement of conversion was filed.
3. A statement that the conversion has been abandoned in accordance with this section.