Iowa Code § 489.1024

Amendment or abandonment of plan of merger
Open in Lexace · Ask the AI about this section
1. A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. 2. A domestic merging limited liabilitycompany may approve an amendment of a plan of merger according to any of the following: a. In the same manner as the plan was approved, ifthe plan does not provide for the manner in which it may be amended. b. By itsmanagers or members in the manner provided in the plan, but a member 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 any of the following: (1) 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. (2) The public organic record, ifany, 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 itsorganic law or organic rules. (3) Any other terms or conditions of the plan, if the change would adversely affect the member in any material respect. 3. 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 limited liability company may abandon the plan in the same manner as the plan was approved. 4. If a plan of merger isabandoned 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 filingbefore thestatement of merger becomes effective. The statement ofabandonment takes effect on filing,and the merger isabandoned and does not become effective. The statement of abandonment must contain allof the following: a. The name of each party to the plan of merger. b. The date on which the statement of merger was filed by the secretary of state. c. A statement that the merger has been abandoned in accordance with this section.

‹ Prev All Iowa sections Next ›


Lexace provides legal information, not legal advice, and no attorney–client relationship is created. Statute text is provided for general information and may not reflect the most recent amendments; verify against the official state code.