13.1-897.1 - Abandonment of a merger. - Virginia Statutes

§ 13.1-897.1. Abandonment of a merger.

A. Unless otherwise provided in a plan of merger or in the laws under which aforeign corporation or a domestic or foreign eligible entity that is a partyto a merger is organized or by which it is governed, after the plan has beenadopted and approved as required by this article, and at any time before thecertificate of merger has become effective, the merger may be abandoned by adomestic corporation that is a party thereto without action by members inaccordance with any procedures set forth in the plan of merger or, if no suchprocedures are set forth in the plan, in the manner determined by the boardof directors, subject to any contractual rights of other parties to themerger.

B. If a merger is abandoned under subsection A after articles of merger havebeen filed with the Commission but before the certificate of merger hasbecome effective, a statement that the merger has been abandoned inaccordance with this section, executed on behalf of a party to the merger,shall be delivered to the Commission for filing prior to the effective dateof the certificate of merger. Upon filing, the statement shall take effectand the merger shall be deemed abandoned and shall not become effective.

(2007, c. 925.)