South Dakota Codified Laws 47-1A-1102.4. Plan of merger–Amendment
The plan of merger may include a provision that the plan may be amended prior to filing articles of merger, but if the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by such shareholders the plan may not be amended to change:
(1) The amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, or other property to be received under the plan by the shareholders of or owners of eligible interests in any party to the merger;
Terms Used In South Dakota Codified Laws 47-1A-1102.4
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Entity: includes domestic and foreign business corporation. See South Dakota Codified Laws 47-1A-140
- Property: includes property, real and personal. See South Dakota Codified Laws 2-14-2
(2) The articles of incorporation of any corporation, or the organic documents of any unincorporated entity, that will survive or be created as a result of the merger, except for changes permitted by § 47-1A-1005 or by comparable provisions of the organic laws of any such foreign corporation or domestic or foreign unincorporated entity; or
(3) Any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.
Source: SL 2005, ch 239, § 253.