(a) After a plan of merger or stock exchange has been adopted and approved as required by this Article 11, and before the statement of merger or stock exchange has become effective, the plan may be abandoned by a corporation that is a party to the plan without action by its stockholders in accordance with any procedures set forth in the plan of merger or stock exchange or, if no procedures are set forth in the plan, in the manner determined by the board of directors.
(b) If a merger or stock exchange is abandoned under subsection (a) after the statement of merger or stock exchange has been delivered to the Secretary of State for filing but before the merger or stock exchange has become effective, a statement of abandonment signed by all the parties that signed the statement of merger or stock exchange shall be delivered to the Secretary of State for filing before the statement of merger or stock exchange becomes effective. The statement shall take effect on filing and the merger or stock exchange shall be deemed abandoned and shall not become effective. The statement of abandonment must contain:
(1) the name of each party to the merger or the names of the acquiring and acquired entities in a stock exchange;
(2) the date on which the statement of merger or stock exchange was filed by the Secretary of State; and
(3) a statement that the merger or stock exchange has been abandoned in accordance with this section.
Last modified: May 3, 2021