(a) A domestic entity may be the acquired entity in an interest exchange by approving a plan of interest exchange. The plan shall be in a record and contain:

Terms Used In Connecticut General Statutes 34-622

  • Acquired entity: means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange. See Connecticut General Statutes 34-600
  • Acquiring entity: means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. See Connecticut General Statutes 34-600
  • Interest exchange: means a transaction authorized by part III of this chapter. See Connecticut General Statutes 34-600
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • 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
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Connecticut General Statutes 34-600

(1) The name and type of the acquired entity;

(2) The name, jurisdiction of organization and type of the acquiring entity;

(3) The manner of converting the interests in the acquired entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof;

(4) Any proposed amendments to the public organic document or private organic rules that are, or are proposed to be, in a record of the acquired entity;

(5) The other terms and conditions of the interest exchange; and

(6) Any other provision required by the law of this state or the organic rules of the acquired entity.

(b) A plan of interest exchange may contain any other provision not prohibited by law.