Connecticut General Statutes 34-634 – Amendment or abandonment of plan of conversion
(a) A plan of conversion of a domestic converting 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 conversion shall be 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 any of the interest holders of the converting entity under the plan; (B) the public organic document or private organic rules of the converted entity that shall be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted 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 34-634
- 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.
- Conversion: means a transaction authorized by part IV of this chapter. See Connecticut General Statutes 34-600
- Converted entity: means the converting entity as it continues in existence after a conversion. See Connecticut General Statutes 34-600
- Converting entity: means the domestic entity that approves a plan of conversion pursuant to §. See Connecticut General Statutes 34-600
- Interest holder: means a direct holder of an interest. 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
(b) After a plan of conversion has been approved by a domestic converting entity and before a certificate of conversion 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 conversion is abandoned after a certificate of conversion has been filed with the Secretary of the State but before the filing becomes effective, a certificate of abandonment, signed on behalf of the entity, shall be filed with the Secretary of the State before such time as the certificate of conversion becomes effective. The certificate of abandonment shall take effect upon its filing and the conversion shall be abandoned and shall not become effective. The certificate of abandonment shall contain (1) the name of the converting entity; (2) the date on which the certificate of conversion was filed; and (3) a statement that the conversion has been abandoned in accordance with this section.