Arizona Laws 29-2504. Amendment or abandonment of plan of domestication
A. A plan of domestication of a domestic domesticating entity may be amended either:
Terms Used In Arizona Laws 29-2504
- 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
- Domesticated entity: means the domesticating entity as it continues in existence after a domestication. See Arizona Laws 29-2102
- Domesticating entity: means the domestic entity that approves a plan of domestication pursuant to section 29-2503 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of organization. See Arizona Laws 29-2102
- Domestication: means a transaction authorized by article 5 of this chapter. 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 domestication 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 domesticating entity under the plan.
(b) The public organizational document or private organizational documents of the domestic domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domestic domesticated 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 domestication has been approved by a domestic domesticating entity and before a statement of domestication becomes effective pursuant to section 29-2505, the plan may be abandoned by the domestic domesticating 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 domesticating entity, unless prohibited by the plan.
(b) In the same manner as the plan was approved.
C. If a statement of domestication has been delivered for filing with the appropriate filing authority, the plan of domestication may be abandoned only if the statement of domestication sets forth a delayed effective date under section 29-2505, subsection B, paragraph 3. Such a plan of domestication 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 domesticating entity. A statement of abandonment takes effect on delivery for filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain:
1. The name of the domestic domesticating entity.
2. The date on which the statement of domestication was filed.
3. A statement that the domestication has been abandoned in accordance with this section.