§ 55-11A-02. Plan of conversion.
§ 55‑11A‑02. Planof conversion.
(a) The convertingbusiness entity shall approve a written plan of conversion containing:
(1) The name of theconverting business entity, its type of business entity, and the state orcountry whose laws govern its organization and internal affairs;
(2) The name of theresulting domestic corporation into which the converting business entity shallconvert;
(3) The terms andconditions of the conversion; and
(4) The manner and basisfor converting the interests in the converting business entity into shares,obligations, or other securities of the resulting domestic corporation or intocash or other property in whole or in part.
(a1) The plan ofconversion may contain other provisions relating to the conversion.
(a2) The provisions ofthe plan of conversion, other than the provisions required by subdivisions (1)and (2) of subsection (a) of this section, may be made dependent on factsobjectively ascertainable outside the plan of conversion if the plan ofconversion sets forth the manner in which the facts will operate upon theaffected provisions. The facts may include any of the following:
(1) Statistical ormarket indices, market prices of any security or group of securities, interestrates, currency exchange rates, or similar economic or financial data.
(2) A determination oraction by the converting business entity or by any other person, group, orbody.
(3) The terms of, oractions taken under, an agreement to which the converting business entity is aparty, or any other agreement or document.
(b) The plan ofconversion shall be approved in accordance with the laws of the state orcountry governing the organization and internal affairs of the convertingbusiness entity.
(c) After a plan ofconversion has been approved as provided in subsection (b) of this section, butbefore articles of incorporation for the resulting domestic corporation becomeeffective, the plan of conversion may be amended or abandoned to the extentpermitted by the laws that govern the organization and internal affairs of theconverting business entity. (2001‑387, s. 17; 2005‑268, s. 29.)