§ 342 — Plan of interest exchange

(a) General rule.--A domestic entity may be the acquired association in an interest exchange under this chapter by approving a plan of interest exchange. The plan shall be in record form and contain all of the following:

(1) The name and type of the acquired association.

(2) The name, jurisdiction of formation and type of the acquiring association.

(3) The manner of:

(i) exchanging the interests in the acquired association to be acquired in the interest exchange into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; and

(ii) canceling, if desired, some or all other interests in the acquired association.

(4) Any proposed amendments to:

(i) the public organic record, if any, of the acquired association; and

(ii) the private organic rules of the acquired association that are or are proposed to be in record form.

(5) Provisions, if any, providing special treatment of interests in the acquired association held by any interest holder or group of interest holders as authorized by and subject to section 329 (relating to special treatment of interest holders).

(6) The other terms and conditions of the interest exchange.

(7) Any other provision required by:

(i) the laws of this Commonwealth; or

(ii) the organic rules of the acquired association.

(b) Optional contents.--In addition to the requirements of subsection (a), a plan of interest exchange may contain any other provision not prohibited by law.

(c) Cross reference.--See section 316(c) (relating to contents of plan).

Legislative History

Cross References.Section 342 is referred to in sections 8415, 8615, 8815 of this title.