| 1 | Representative Seiler offered the following: |
| 2 |
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| 3 | Amendment (with title amendment) |
| 4 | Between lines 143 and 144, insert: |
| 5 | Section 4. For the purpose of incorporating the amendment |
| 6 | made by this act to section 607.1302, Florida Statutes, in |
| 7 | references thereto, paragraph (g) of subsection (1) and |
| 8 | subsection (2) of section 607.1106, Florida Statutes, are |
| 9 | reenacted to read: |
| 10 | 607.1106 Effect of merger or share exchange.-- |
| 11 | (1) When a merger becomes effective: |
| 12 | (g) The shares (and the rights to acquire shares, |
| 13 | obligations, or other securities) of each corporation party to |
| 14 | the merger that are to be converted into shares, rights, |
| 15 | obligations, or other securities of the surviving or any other |
| 16 | corporation or into cash or other property are converted, and |
| 17 | the former holders of the shares are entitled only to the rights |
| 18 | provided in the articles of merger or to their rights under s. |
| 19 | 607.1302. |
| 20 | (2) When a share exchange becomes effective, the shares of |
| 21 | each acquired corporation are exchanged as provided in the plan |
| 22 | of exchange, and the former holders of the shares are entitled |
| 23 | only to the exchange rights provided in the articles of share |
| 24 | exchange or to their rights under s. 607.1302. |
| 25 | Section 5. For the purpose of incorporating the amendment |
| 26 | made by this act to section 607.1302, Florida Statutes, in a |
| 27 | reference thereto, paragraph (b) of subsection (2) of section |
| 28 | 607.1107, Florida Statutes, is reenacted to read: |
| 29 | 607.1107 Merger or share exchange with foreign |
| 30 | corporations.-- |
| 31 | (2) Upon the merger becoming effective, the surviving |
| 32 | foreign corporation of a merger, and the acquiring foreign |
| 33 | corporation in a share exchange, is deemed: |
| 34 | (b) To agree that it will promptly pay to the dissenting |
| 35 | shareholders of each domestic corporation party to the merger or |
| 36 | share exchange the amount, if any, to which they are entitled |
| 37 | under s. 607.1302. |
| 38 | Section 6. For the purpose of incorporating the amendment |
| 39 | made by this act to section 607.1302, Florida Statutes, in a |
| 40 | reference thereto, paragraph (g) of subsection (1) of section |
| 41 | 607.1109, Florida Statutes, is reenacted to read: |
| 42 | 607.1109 Articles of merger.-- |
| 43 | (1) After a plan of merger is approved by each domestic |
| 44 | corporation and other business entity that is a party to the |
| 45 | merger, the surviving entity shall deliver to the Department of |
| 46 | State for filing articles of merger, which shall be executed by |
| 47 | each domestic corporation as required by s. 607.0120 and by each |
| 48 | other business entity as required by applicable law, and which |
| 49 | shall set forth: |
| 50 | (g) If the surviving entity is another business entity |
| 51 | formed, organized, or incorporated under the laws of any state, |
| 52 | country, or jurisdiction other than this state: |
| 53 | 1. The address, including street and number, if any, of |
| 54 | its principal office under the laws of the state, country, or |
| 55 | jurisdiction in which it was formed, organized, or incorporated. |
| 56 | 2. A statement that the surviving entity is deemed to have |
| 57 | appointed the Secretary of State as its agent for service of |
| 58 | process in a proceeding to enforce any obligation or the rights |
| 59 | of dissenting shareholders of each domestic corporation that is |
| 60 | a party to the merger. |
| 61 | 3. A statement that the surviving entity has agreed to |
| 62 | promptly pay to the dissenting shareholders of each domestic |
| 63 | corporation that is a party to the merger the amount, if any, to |
| 64 | which they are entitled under s. 607.1302. |
| 65 | Section 7. For the purpose of incorporating the amendment |
| 66 | made by this act to section 607.1302, Florida Statutes, in a |
| 67 | reference thereto, subsection (1) of section 607.1321, Florida |
| 68 | Statutes, is reenacted to read: |
| 69 | 607.1321 Notice of intent to demand payment.-- |
| 70 | (1) If proposed corporate action requiring appraisal |
| 71 | rights under s. 607.1302 is submitted to a vote at a |
| 72 | shareholders' meeting, or is submitted to a shareholder pursuant |
| 73 | to a consent vote under s. 607.0704, a shareholder who wishes to |
| 74 | assert appraisal rights with respect to any class or series of |
| 75 | shares: |
| 76 | (a) Must deliver to the corporation before the vote is |
| 77 | taken, or within 20 days after receiving the notice pursuant to |
| 78 | s. 607.1320(3) if action is to be taken without a shareholder |
| 79 | meeting, written notice of the shareholder's intent to demand |
| 80 | payment if the proposed action is effectuated. |
| 81 | (b) Must not vote, or cause or permit to be voted, any |
| 82 | shares of such class or series in favor of the proposed action. |
| 83 |
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| 84 | ================= T I T L E A M E N D M E N T ================= |
| 85 | Remove line(s) 17, and insert: |
| 86 | cross reference; reenacting ss. 607.1106(1)(g) and (2), |
| 87 | 607.1107(2)(b), 607.1109(1)(g), and 607.1321(1), F.S., relating |
| 88 | to effect of merger or share exchange, merger or share exchange |
| 89 | with foreign corporations, articles of merger, and notice of |
| 90 | intent to demand payment, respectively, to incorporate the |
| 91 | amendment to s. 607.1302, F.S., in references thereto; providing |
| 92 | an effective date. |