Connecticut General Statutes 34-614 – Amendment or abandonment of plan of merger
(a) A plan of merger of a domestic merging entity may be amended (1) in the same manner as the plan was approved, provided the plan does not otherwise specify 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 plan, except 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 shall change (A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof, to be received by the interest holders of any party to the plan; (B) the public organic document or private organic rules of the surviving entity that shall 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 organic law or organic rules; or (C) any other terms or conditions of the plan, provided the change would adversely affect the interest holder in any material respect.
Terms Used In Connecticut General Statutes 34-614
- 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.
- Foreign entity: means an entity other than a domestic entity. See Connecticut General Statutes 34-600
- Interest holder: means a direct holder of an interest. See Connecticut General Statutes 34-600
- Merger: means a transaction in which two or more merging entities are combined into a surviving entity pursuant to a filing with the Secretary of the State. See Connecticut General Statutes 34-600
- Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Connecticut General Statutes 34-600
- Organic law: means the section of the general statutes, if any, other than this section and sections 34-601 to 34-646, inclusive, governing the internal affairs of an entity. See Connecticut General Statutes 34-600
- Organic rules: means the public organic document and private organic rules of an entity. See Connecticut General Statutes 34-600
- Plan: means a plan of merger, interest exchange, conversion or domestication. See Connecticut General Statutes 34-600
- Public organic document: means the public record, the filing of which creates an entity and any amendment to or restatement of such record. See Connecticut General Statutes 34-600
- Surviving entity: means the entity that continues in existence after a merger or that is created by a merger. See Connecticut General Statutes 34-600
(b) After a plan of merger has been approved by a domestic merging entity and before a statement of merger becomes effective, the plan may be abandoned (1) as provided in the plan, or (2) unless prohibited by the plan, in the same manner as the plan was approved.
(c) If a plan of merger is abandoned after a statement of merger has been filed with the Secretary of the State but before the filing becomes effective, a statement of abandonment, signed on behalf of a merging entity, shall be filed with the Secretary of the State before the statement of merger becomes effective. The statement of abandonment shall take effect upon its filing, and the merger shall be deemed abandoned and shall not become effective. The statement of abandonment shall contain (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; and (3) a statement that the merger has been abandoned in accordance with this section.