Sec. 33-821a. Abandoned merger or share exchange.
Sec. 33-821a. Abandoned merger or share exchange. (a) Unless otherwise provided in a plan of merger or share exchange or in the law of the state or country under
which a foreign corporation or a domestic or foreign other entity that is a party to a
merger or a share exchange is organized or by which it is governed, after the plan has
been adopted and approved as required by sections 33-815 to 33-820, inclusive, and at
any time before the merger or the share exchange has become effective, the merger or
the share exchange may be abandoned by any party thereto without action by the party's
shareholders or owners of interests, in accordance with any procedures set forth in the
plan of merger or share exchange or, if no such procedures are set forth in the plan, in
the manner determined by the board of directors of a corporation, or the managers of
an other entity, subject to any contractual rights of other parties to the merger or the
share exchange.
(b) If a merger or a share exchange is abandoned under subsection (a) of this section
after a certificate of merger or share exchange has been filed with the Secretary of the
State but before the merger or the share exchange has become effective, a statement that
the merger or the share exchange has been abandoned in accordance with this section,
executed on behalf of a party to the merger or the share exchange by an officer or other
duly authorized representative of such party, shall be delivered to the Secretary of the
State for filing prior to the effective date of the merger or the share exchange. Any such
statement shall contain the name of each party to the merger or the share exchange, the
date the merger or the share exchange was to become effective and the date the merger
or the share exchange was abandoned. Upon filing, the statement shall take effect and
the merger or the share exchange shall be deemed abandoned and shall not become
effective.
(P.A. 03-18, S. 24.)
History: P.A. 03-18 effective July 1, 2003.