(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.
(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.
(P.A. 11-241, S. 13.)
History: P.A. 11-241 effective January 1, 2014.
Structure Connecticut General Statutes
Chapter 616 - Entity Transactions
Section 34-600. - Definitions.
Section 34-601. - Relationship of chapter to other laws.
Section 34-602. - Required notice or approval.
Section 34-603. - Status of filings.
Section 34-604. - Nonexclusivity.
Section 34-605. - Reference to external facts.
Section 34-606. - Alternative means of approval of transactions.
Section 34-607. - Appraisal rights.
Section 34-608. - Excluded entities and transactions.
Section 34-611. - Merger authorized.
Section 34-612. - Plan of merger.
Section 34-613. - Approval of plan of merger.
Section 34-614. - Amendment or abandonment of plan of merger.
Section 34-615. - Certificate of merger; effective date.
Section 34-616. - Effect of merger.
Section 34-621. - Interest exchange authorized.
Section 34-622. - Plan of interest exchange.
Section 34-623. - Approval of interest exchange.
Section 34-624. - Amendment or abandonment of plan of interest exchange.
Section 34-625. - Certificate of interest exchange; effective date.
Section 34-626. - Effect of interest exchange.
Section 34-631. - Conversion authorized.
Section 34-632. - Plan of conversion.
Section 34-633. - Approval of plan of conversion.
Section 34-634. - Amendment or abandonment of plan of conversion.
Section 34-635. - Certificate of conversion; effective date.
Section 34-636. - Effect of conversion.
Section 34-641. - Domestication authorized.
Section 34-642. - Plan of domestication.
Section 34-643. - Approval of plan of domestication.
Section 34-644. - Amendment or abandonment of plan of domestication.
Section 34-645. - Statement of domestication; effective date.