29-2306. Effect of interest exchange

A. When an interest exchange becomes effective:

1. The interests in the acquired entity that are the subject of the interest exchange cease to exist or are converted or exchanged as provided in the plan of interest exchange and the interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights they have under section 29-2109 and the acquired entity's governing statute.

2. The acquiring entity becomes the interest holder of the interests in the acquired entity as provided in the plan of interest exchange.

3. The public organizational document, if any, of the acquired entity is amended if and to the extent provided in the statement of interest exchange.

4. The private organizational documents of the acquired entity that are to be in a record, if any, are amended if and to the extent provided in the plan of interest exchange.

B. Except as provided in the plan of interest exchange or in the governing statute or organizational documents of the acquired entity, the interest exchange does not give rise to any rights that an interest holder, governor or third party would otherwise have on a dissolution, liquidation or winding up of the acquired entity.

C. When an interest exchange becomes effective, a person that did not have interest holder liability with respect to the acquired entity and that becomes subject to interest holder liability with respect to the domestic acquiring entity as a result of the interest exchange has interest holder liability only to the extent provided by the governing statute or organizational documents of the domestic acquiring entity, and then only for those obligations that arise after the interest exchange becomes effective.

D. When an interest exchange becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic acquired entity with respect to which the person had interest holder liability is as follows:

1. The interest exchange does not discharge any interest holder liability under the governing statute or organizational documents of the domestic acquired entity to the extent that the interest holder liability arose before the interest exchange became effective.

2. The person does not have interest holder liability under the governing statute or organizational documents of the domestic acquired entity for any obligation that arises after the interest exchange becomes effective.

3. The governing statute and organizational documents of the domestic acquired entity continue to apply to the release, collection or discharge of any interest holder liability preserved under paragraph 1 of this subsection as if the interest exchange had not occurred.

4. The person has the same rights of contribution from any other person as are provided by the governing statute or organizational documents of the domestic acquired entity with respect to any interest holder liability preserved under paragraph 1 of this subsection as if the interest exchange had not occurred.