30-18-304 AMENDMENT OR ABANDONMENT OF PLAN OF INTEREST EXCHANGE -- STATEMENT OF ABANDONMENT. - Idaho Statutes

TITLE 30

CORPORATIONS

CHAPTER 18

IDAHO ENTITY TRANSACTIONS ACT

PART 3

INTEREST EXCHANGE

30-18-304. Amendment or abandonment of plan of interest exchange -- Statement of abandonment. (1) A plan of interest exchange of a domestic acquired entity may be amended:

(a) 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

(b) 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 interest exchange is entitled to vote on or consent to any amendment of the plan that will change:

(i) 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 any of the interest holders of the acquired entity under the plan;

(ii) The public organic document or private organic rules of the acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the acquired entity under its organic law or organic rules; or

(iii) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

(2) After a plan of interest exchange has been approved by a domestic acquired entity and before a statement of interest exchange becomes effective, the plan may be abandoned:

(a) As provided in the plan; or

(b) Unless prohibited by the plan, in the same manner as the plan was approved.

(3) If a plan of interest exchange is abandoned after a statement of interest exchange has been filed with the secretary of state and before the filing becomes effective, a statement of abandonment, signed on behalf of the acquired entity, must be filed with the secretary of state before the time the statement of interest exchange becomes effective. The statement of abandonment takes effect upon filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain:

(a) The name of the acquired entity;

(b) The date on which the statement of interest exchange was filed; and

(c) A statement that the interest exchange has been abandoned in accordance with this section.