§ 17-16-1108 — Abandonment of a merger or share exchange

(a) Unless otherwise provided in a plan of merger or share
exchange or in the laws under which a foreign business
corporation or a domestic or foreign eligible entity that is a
party to a merger or a share exchange is organized or by which
it is governed, after the plan has been adopted and approved as
required by this chapter, and at any time before the merger or
share exchange has become effective, it may be abandoned by a
domestic business corporation that is a party thereto without
action by its shareholders in accordance with any procedures set
forth in the plan of merger or share exchange or, if no such
procedures are set forth in the plan, in the manner determined
by the board of directors, subject to any contractual rights of
other parties to the merger or share exchange.
(b) If a merger or share exchange is abandoned under
subsection (a) of this section after articles of merger or share
exchange have been filed with the secretary of state but before
the merger or share exchange has become effective, a statement
that the merger or share exchange has been abandoned in
accordance with this section, executed on behalf of a party to
the merger or share exchange by an officer or other duly
authorized representative, shall be delivered to the secretary
of state for filing prior to the effective date of the merger or
share exchange. Upon filing, the statement shall take effect and
the merger or share exchange shall be deemed abandoned and shall
not become effective.
Subarticle B. Consolidation