(a) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
(b) An acquired limited liability company may approve an amendment of a plan of interest exchange: (1) 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 (2) by the managers or members of the limited liability company in the manner provided in the plan, but a member 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: (A) 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 any of the members of the acquired limited liability company under the plan; (B) the certificate of organization or operating agreement of the acquired company that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the members of the acquired limited liability company under sections 34-243 to 34-283d, inclusive, or the operating agreement; or (C) any other terms or conditions of the plan, if the change would adversely affect the member in any material respect.
(c) After a plan of interest exchange has been approved and before a certificate of interest exchange becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, an acquired limited liability company may abandon the plan in the same manner as the plan was approved.
(d) If a plan of interest exchange is abandoned after a certificate of interest exchange has been delivered to the Secretary of the State for filing and before the certificate of interest exchange becomes effective, a certificate of abandonment, signed by the acquired limited liability company, must be delivered to the Secretary of the State for filing before the certificate of interest exchange becomes effective. The certificate of abandonment takes effect on filing, and the interest exchange is abandoned and does not become effective. The certificate of abandonment must contain: (1) The name of the acquired limited liability company; (2) the date on which the certificate of interest exchange was delivered to the Secretary of the State for filing; and (3) a statement that the interest exchange has been abandoned in accordance with this section.
(P.A. 16-97, S. 95.)
History: P.A. 16-97 effective July 1, 2017.
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