                                 CODE OF VIRGINIA

ABANDONMENT OF MERGER (§ 50-73.48:5)

A. Unless otherwise provided in the plan of merger or in the laws under which a
foreign limited partnership or a domestic or foreign other business entity that
is a party to a merger is organized or by which it is governed, after a plan of
merger has been approved as required by this article, and at any time before the
certificate of merger has become effective, the plan may be abandoned by a
domestic limited partnership that is a party to the plan without action by its
partners in accordance with any procedures set forth in the plan or, if no
procedures are set forth in the plan, by a vote of the partners of the limited
partnership that is equal to or greater than the vote cast for the plan pursuant
to &#xA7; 50-73.48:2, subject to any contractual rights of other parties to the
plan of merger.

B. If a merger is abandoned after articles of merger have been filed with the
Commission but before the certificate of merger has become effective, in order
for the certificate of merger to be abandoned, all parties to the plan of merger
shall sign a statement of abandonment and deliver it to the Commission for
filing prior to the effective time and date of the certificate of merger. If the
Commission finds that the statement of abandonment complies with the
requirements of law, it shall issue a certificate of abandonment, effective as
of the date and time the statement of abandonment was received by the
Commission, and the merger shall be deemed abandoned and shall not become
effective.

C. The statement of abandonment shall contain:

   1. The name of each domestic and foreign limited partnership and other
   business entity that is a party to the merger and its jurisdiction of
   formation and entity type;

   2. When the survivor will be a domestic stock or nonstock corporation created
   by the merger, the name of the survivor set forth in the articles of merger;

   3. The date on which the articles of merger were filed with the Commission;

   4. The date and time on which the Commission&#8217;s certificate of merger
   becomes effective; and

   5. A statement that the merger is being abandoned in accordance with this
   section.

HISTORY: 2021, Sp. Sess. I, c. 487.