Connecticut General Statutes 34-621 – Interest exchange authorized
(a) Except as otherwise provided in this section, by complying with this part, (1) a domestic entity may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof; or (2) all of one or more classes or series of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof.
Terms Used In Connecticut General Statutes 34-621
- 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
- another: may extend and be applied to communities, companies, corporations, public or private, limited liability companies, societies and associations. See Connecticut General Statutes 1-1
- Foreign entity: means an entity other than a domestic entity. 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.
- Merger: means a transaction in which two or more merging entities are combined into a surviving entity pursuant to a filing with the Secretary of the State. See Connecticut General Statutes 34-600
- Protected agreement: means (A) a record evidencing indebtedness and any related agreement in effect on or after January 1, 2014. See Connecticut General Statutes 34-600
(b) Except as otherwise provided in this section, by complying with the provisions of this part applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange, provided the interest exchange is authorized by the law of the foreign entity’s jurisdiction of organization.
(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to an interest exchange, such provision shall apply to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until such time after January 1, 2014, as the provision is amended.