(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 Tennessee Code 61-3-1107

  • 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.
  • Articles of merger: means articles under §. See Tennessee Code 61-3-1101
  • Interest: means :
    (A) A share in a business corporation. See Tennessee Code 61-3-1101
  • Merger: means a transaction authorized by §. See Tennessee Code 61-3-1101
  • Organic law: means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. See Tennessee Code 61-3-1101
  • Organic rules: means the public organic record and private organic rules of an entity. See Tennessee Code 61-3-1101
  • Partner: means a limited partner or general partner. See Tennessee Code 61-3-101
  • 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 conversion, or plan of domestication. See Tennessee Code 61-3-1101
  • Plan of merger: means a plan under §. See Tennessee Code 61-3-1101
  • Property: means all property, whether real, personal, mixed, or tangible or intangible, or any right or interest in such property. See Tennessee Code 61-3-101
  • Record: when used as a noun, 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 Tennessee Code 61-3-101
  • signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
  • 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 Tennessee Code 61-3-101
  • Surviving entity: means the entity that continues in existence after or is created by a merger. See Tennessee Code 61-3-1101
(b) A domestic merging limited 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 the plan 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:

(A) 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;
(B) The public organic record, if any, or private organic rules of the surviving entity that will 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, if the change would adversely affect the partner in any material respect.
(c) After a plan of merger has been approved and before the articles of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited partnership may abandon the plan in the same manner as the plan was approved.
(d) If a plan of merger is abandoned after articles of merger have been delivered to the secretary of state for filing and before the articles become effective, a statement of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing before the articles of merger become 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 articles of merger were filed by the secretary of state; and
(3) A statement that the merger has been abandoned in accordance with this section.
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