Indiana § 23-0.6-2-4 Amendment or abandonment of plan of merger

Indiana Statutes

§ 23-0.6-2-4 — Amendment or abandonment of plan of merger

Indiana § 23-0.6-2-4

Title 23BUSINESS AND OTHER ASSOCIATIONS

Art. 0.6UNIFORM BUSINESS ORGANIZATION

Ch. 2Merger

This text of Indiana § 23-0.6-2-4 (Amendment or abandonment of plan of merger) is published on Counsel Stack Legal Research, covering Indiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ind. Code § 23-0.6-2-4 (2026).

Text

(a)A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.

(b)A domestic merging entity may approve an amendment of a plan of merger:

(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 its governing persons or interest holders in the manner provided in the plan, but an interest holder 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:

(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 the interest holders of any party t

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(a) A plan of merger may be amended only
with the consent of each party to the plan, except as otherwise provided
in the plan.
(b) A domestic merging entity may approve an amendment of a plan
of merger:
(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 its governing persons or interest holders in the manner
provided in the plan, but an interest holder 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:
(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 the
interest holders of any party to the plan;
(B) 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; or
(C) any other terms or conditions of the plan, if the change
would adversely affect the interest holder in any material
respect.
(c) After a plan of merger has been approved and before articles of
merger are effective, the plan may be abandoned as provided in the
plan. Unless prohibited by the plan, a domestic merging entity may
abandon the plan in the same manner as the plan was approved.
(d) If a plan of merger is abandoned after articles of merger have
been delivered to the secretary of state for filing, articles of
abandonment, signed by a party to the plan, must be delivered to the
secretary of state for filing before the articles of merger take effect.
Articles of abandonment take effect on filing, and the merger is
abandoned and does not become effective. The articles of abandonment
must contain:
(1) the name of each party to the plan of merger;
(2) the date on which articles of merger were filed by the
secretary of state; and
(3) a statement that the merger has been abandoned in accordance
with this section.