Idaho Code 30-22-204 – Amendment or Abandonment of Plan of Merger
Current as of: 2023 | Check for updates
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(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.
(b) A domestic merging entity 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 governors or interest holders in the manner provided in the plan, but 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 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 interest holder in any material respect.
Terms Used In Idaho Code 30-22-204
- 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.
- Approve: means , in the case of an entity, for its governors and interest holders to take whatever steps are necessary under the entity's organic rules, organic law, and other law to:
Idaho Code 30-22-102Merger: means a transaction in which two (2) or more merging entities are combined into a surviving entity pursuant to a record filed by the secretary of state. See Idaho Code 30-22-102 Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Idaho Code 30-22-102 Plan: means a plan of merger, plan of interest exchange, plan of conversion or plan of domestication. See Idaho Code 30-22-102 Plan of merger: means a plan under section 30-22-202, Idaho Code. See Idaho Code 30-22-102 Property: includes both real and personal property. See Idaho Code 73-114 State: when applied to the different parts of the United States, includes the District of Columbia and the territories; and the words "United States" may include the District of Columbia and territories. See Idaho Code 73-114 Statement of merger: means a statement under section 30-22-205, Idaho Code. See Idaho Code 30-22-102 Surviving entity: means the entity that continues in existence after or is created by a merger under part 2 of this chapter. See Idaho Code 30-22-102
(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 entity 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 delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing 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; and
(3) A statement that the merger has been abandoned in accordance with this section.