(a)  A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.

Terms Used In Rhode Island General Laws 7-12.1-1124

  • 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.
  • Interest: means :

    (i)  A share in a business corporation;

    (ii)  A membership in a nonprofit corporation;

    (iii)  A partnership interest in a general partnership;

    (iv)  A partnership interest in a limited partnership;

    (v)  A membership interest in a limited liability company;

    (vi)  A share in a general cooperative association;

    (vii)  A member's interest in a limited cooperative association;

    (viii)  A membership in an unincorporated nonprofit association;

    (ix)  A beneficial interest in a statutory trust, business trust, or common-law business trust; or

    (x)  A governance interest or distributional interest in any other type of unincorporated entity. See Rhode Island General Laws 7-12.1-1101

  • Merger: means a transaction authorized by § 7-12. See Rhode Island General Laws 7-12.1-1101
  • Organic law: means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. See Rhode Island General Laws 7-12.1-1101
  • Organic rules: means the public organic record and private organic rules of an entity. See Rhode Island General Laws 7-12.1-1101
  • Partner: means a person that:

    (i)  Has become a partner in a partnership under § 7-12. See Rhode Island General Laws 7-12.1-102

  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Plan: means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication. See Rhode Island General Laws 7-12.1-1101
  • Plan of merger: means a plan under § 7-12. See Rhode Island General Laws 7-12.1-1101
  • Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Rhode Island General Laws 7-12.1-102
  • Public organic record: means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record. See Rhode Island General Laws 7-12.1-1101
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Rhode Island General Laws 7-12.1-102
  • Statement of merger: means a statement under § 7-12. See Rhode Island General Laws 7-12.1-1101
  • Surviving entity: means the entity that continues in existence after or is created by a merger. See Rhode Island General Laws 7-12.1-1101

(b)  A domestic merging partnership may approve an amendment of a plan of merger:

(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; or

(2)  By its partners in the manner provided in the plan, but a partner 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 will change:

(i)  The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan;

(ii)  The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger be 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

(iii)  Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.

(c)  After a plan of merger has been approved and before a statement of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging partnership may abandon the plan in the same manner as the plan was approved.

(d)  If a plan of merger is abandoned after a statement of merger has been filed with the secretary of state and before the statement becomes effective, a statement of abandonment, signed by a party to the plan, must be filed with the secretary of state before the statement of merger becomes effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain:

(1)  The name of each party to the plan of merger;

(2)  The date on which the statement of merger was filed by the secretary of state; and

(3)  A statement that the merger has been abandoned in accordance with this section.

History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.