13.1-721.1 - Abandonment of a merger or share exchange. - Virginia Statutes

§ 13.1-721.1. Abandonment of a merger or share exchange.

A. Unless otherwise provided in a plan of merger or share exchange or in thelaws under which a foreign corporation or a domestic or foreign eligibleentity that is a party to a merger or a share exchange is organized or bywhich it is governed, after the plan has been adopted and approved asrequired by this article, and at any time before the certificate of merger orshare exchange has become effective, it may be abandoned by a domesticcorporation that is a party thereto without action by shareholders inaccordance with any procedures set forth in the plan of merger or shareexchange or, if no such procedures are set forth in the plan, in the mannerdetermined by the board of directors, subject to any contractual rights ofother parties to the merger or share exchange.

B. If a merger or share exchange is abandoned under subsection A afterarticles of merger or share exchange have been filed with the Commission butbefore the certificate of merger or share exchange has become effective, astatement that the merger or share exchange has been abandoned in accordancewith this section, signed on behalf of a party to the merger or shareexchange, shall be delivered to the Commission for filing prior to theeffective date of the certificate of merger or share exchange. Upon filing,the statement shall take effect and the merger or share exchange shall bedeemed abandoned and shall not become effective.

(2005, c. 765; 2010, c. 782.)