WVC 31 D- 11 -1108
§31D-11-1108. 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 corporation or a
domestic or foreign other 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 article, and
at any time before the merger or share exchange has become
effective, it may be abandoned by any party thereto without action
by the party's shareholders or owners of interests, in accordance
with any procedures set forth in the plan of merger or share
exchange or, if no procedures are set forth in the plan, in the
manner determined by the board of directors of a corporation, or
the managers of an other entity, 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, is
to be delivered to the secretary of state for filing prior to the
effective date of the merger or share exchange. Upon filing, the
statement is to take effect and the merger or share exchange is to
be deemed abandoned and may not become effective.
Note: WV Code updated with legislation passed through the 2016 Regular Session
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