Guam § 281108 - Abandonment of a Merger or Share Exchange.

§ 281108. 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

such 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)

after articles of merger or share exchange have been filed with the Director

of Revenue & Taxation 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 Director of Revenue & Taxation 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.

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COL372014

18 GCA BUSINESS STRUCTURE & FUNCTION

ARTICLE 12

DISPOSITION OF ASSETS