Alabama § 10A-2A-9.14 - Amendment of Plan of Conversion; Abandonment.

§ 10A-2A-9.14. Amendment of Plan of Conversion; Abandonment.

(a) A plan of conversion of a converting organization that is a corporation may be amended:

(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) in the manner provided in the plan, except that if the plan has been approved by the stockholders that were entitled to vote on, consent to, or approve of the plan, then those stockholders are entitled to vote on, consent to, or approve of any amendment of the plan that will change:

(i) the amount or kind of eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination of the foregoing, to be received by any of the stockholders of the converting corporation under the plan;

(ii) the organizational documents of the converted organization that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the eligible interest holders of the converted organization under its governing statute or organizational documents; or

(iii) any other terms or conditions of the plan, if the change would adversely affect the stockholders in any material respect.

(b) After a plan of conversion has been approved by a converting organization that is a corporation in the manner required by this Division B of this Article 9 and before the statement of conversion becomes effective, the plan may be abandoned by the corporation without action by its stockholders in accordance with any procedures set forth in the plan or, if no procedures are set forth in the plan, in the manner determined by the board of directors.

(c) If a conversion is abandoned after the statement of conversion has been delivered to the Secretary of State for filing and before the statement of conversion becomes effective, a statement of abandonment, signed by the converting organization, must be delivered to the Secretary of State for filing before the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain:

(1) the name of the converting organization;

(2) the date on which the statement of conversion was filed by the Secretary of State; and

(3) a statement that the conversion has been abandoned in accordance with this section.