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Current through October 23, 2012
(a) A plan of merger of a domestic merging entity may be amended:
(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 the governors or interest holders of the entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the merger shall be entitled to vote on or consent to any amendment of the plan that will change:
(A) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing, 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 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.
(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 Mayor and before the filing becomes effective, a statement of abandonment, signed on behalf of a merging entity, shall be filed with the Mayor before the time the statement of merger becomes effective. The statement of abandonment shall be effective upon filing, and the merger shall be 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.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
