1. (1) Except as otherwise provided in the plan of merger, a plan of merger may be amended only by the consent of each party to the plan of merger.

2. (2) A domestic merging entity may approve an amendment to a plan of merger:

   1. (a) in the same manner as the plan of merger was approved, if the plan does not provide for the manner by which the domestic merging entity may amend the plan of merger; or
   2. (b) subject to Subsection (3), by the governors or interest holders approving the amendment in the manner provided in the plan of merger.

3. (3) A governor or interest holder that was entitled to vote on or consent to the approval of a merger is entitled to vote on or consent to an amendment that will change:

   1. (a) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or a combination that the interest holders of a party to the plan of merger will receive;
   2. (b) the public organic record, if any, or the private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for a change that does not require the approval of the interest holders of the surviving entity under the surviving entity's organic law or organic rules; or
   3. (c) any other term or condition of the plan of merger, if the change would adversely affect the governor or interest holder in a material respect.

4. (4)

   1. (a) After the parties to a plan of merger approve the plan and before a statement of merger is effective, the parties to a merger may abandon a plan of merger in a manner provided in the plan of merger.
   2. (b) Unless prohibited by the plan of merger, a domestic filing entity may abandon the plan of merger in the same manner as the domestic filing entity approves the plan of merger.

5. (5)

   1. (a) If the parties to a merger abandon the plan of merger after delivering a statement of merger to the division for filing, the parties shall deliver to the division for filing a statement of abandonment, signed by each party to the plan of abandonment.
   2. (b) The parties shall file a statement of abandonment before the day on which the statement of merger takes effect.
   3. (c) A statement of abandonment under this Subsection (5) takes effect on the day on which the parties file the statement of abandonment with the division.
   4. (d) After the parties file a statement of abandonment, the plan of merger is abandoned and does not take effect.

   5. (e) A statement of abandonment shall contain:

      1. (i) the name of each party to the plan of merger;
      2. (ii) the day on which the parties file the statement of merger with the division; and
      3. (iii) a statement that the parties abandon the merger in accordance with this section.

Enacted by Chapter 93, 2026 General Session