This text of Iowa § 489.1024 (Amendment or abandonment of plan of merger) is published on Counsel Stack Legal Research, covering Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
1. A plan of merger may be amended only with the consent of each party to the plan,
except as otherwise provided in the plan.
2. A domestic merging limited liability company may approve an amendment of a plan of
merger according to any of the following:
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.
b. By its managers or members in the manner provided in the plan, but a member that
was entitled to vote on or consent to approval of the merger is entitled to vote on or consent
to any amendment of the plan that will change any of the following:
(1)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 receive
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1. A plan of merger may be amended only with the consent of each party to the plan,
except as otherwise provided in the plan.
2. A domestic merging limited liability company may approve an amendment of a plan of
merger according to any of the following:
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.
b. By its managers or members in the manner provided in the plan, but a member that
was entitled to vote on or consent to approval of the merger is entitled to vote on or consent
to any amendment of the plan that will change any of the following:
(1) 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 the
interest holders of any party to the plan.
(2) The public organic record, if any, or private organic rules of the surviving entity that
will be in effect immediately after the merger becomes effective, except for changes that do
not require approval of the interest holders of the surviving entity under its organic law or
organic rules.
(3) Any other terms or conditions of the plan, if the change would adversely affect the
member in any material respect.
3. After a plan of merger has been approved and before a statement of merger becomes
effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan,
a domestic merging limited liability company may abandon the plan in the same manner as
the plan was approved.
4. If a plan of merger is abandoned after a statement of merger has been delivered to
the secretary of state for filing and before the statement becomes effective, a statement of
abandonment, signed by a party to the plan, must be delivered to the secretary of state for
filingbeforethestatementofmergerbecomeseffective. Thestatementofabandonmenttakes
effect on filing, and the merger is abandoned and does not become effective. The statement
of abandonment must contain all of the following:
a. The name of each party to the plan of merger.
b. The date on which the statement of merger was filed by the secretary of state.
c. A statement that the merger has been abandoned in accordance with this section.