(a) The convertingdomestic limited partnership shall approve a written plan of conversioncontaining:
(1) The name of theconverting domestic limited partnership;
(2) The name of theresulting business entity into which the domestic limited partnership shallconvert, its type of business entity, and the state or country whose lawsgovern its organization and internal affairs;
(3) The terms andconditions of the conversion; and
(4) The manner and basisfor converting the interests in the domestic limited partnership intointerests, obligations, or securities of the resulting business entity or intocash or other property in whole or in part.
(a1) The plan ofconversion may contain other provisions relating to the conversion.
(a2) The provisions ofthe plan of conversion, other than the provisions required by subdivisions (1)and (2) of subsection (a) of this section, may be made dependent on factsobjectively ascertainable outside the plan of conversion if the plan ofconversion sets forth the manner in which the facts will operate upon theaffected provisions. The facts may include any of the following:
(1) Statistical ormarket indices, market prices of any security or group of securities, interestrates, currency exchange rates, or similar economic or financial data.
(2) A determination oraction by the converting domestic limited partnership or by any other person,group, or body.
(3) The terms of, oractions taken under, an agreement to which the converting domestic limited partnershipis a party, or any other agreement or document.
(b) The plan ofconversion shall be approved by the domestic limited partnership in the mannerprovided for the approval of the conversion in a written partnership agreementor, if there is no provision, by the unanimous consent of its partners. If anypartner of the converting domestic limited partnership has or will havepersonal liability for any existing or future obligation of the resultingbusiness entity solely as a result of holding an interest in the resultingbusiness entity, then in addition to the requirements of the precedingsentence, approval of the plan of conversion by the domestic limitedpartnership shall require the consent of each such partner. The convertingdomestic limited partnership shall provide a copy of the plan of conversion toeach partner of the converting domestic limited partnership at the timeprovided in a written partnership agreement or, if there is no such provision,prior to its approval of the plan of conversion.
(c) After a plan ofconversion has been approved by a domestic limited partnership but before thearticles of conversion become effective, the plan of conversion (i) may beamended as provided in the plan of conversion, or (ii) may be abandoned (subjectto any contractual rights) as provided in the plan of conversion or writtenpartnership agreement or, if not so provided, as determined by the generalpartners of the domestic limited partnership in accordance with G.S. 59‑403.(2001‑387,s. 142; 2001‑487, s. 62(aa); 2005‑268, s. 57.)
(a) The convertingdomestic limited partnership shall approve a written plan of conversioncontaining:
(1) The name of theconverting domestic limited partnership;
(2) The name of theresulting business entity into which the domestic limited partnership shallconvert, its type of business entity, and the state or country whose lawsgovern its organization and internal affairs;
(3) The terms andconditions of the conversion; and
(4) The manner and basisfor converting the interests in the domestic limited partnership intointerests, obligations, or securities of the resulting business entity or intocash or other property in whole or in part.
(a1) The plan ofconversion may contain other provisions relating to the conversion.
(a2) The provisions ofthe plan of conversion, other than the provisions required by subdivisions (1)and (2) of subsection (a) of this section, may be made dependent on factsobjectively ascertainable outside the plan of conversion if the plan ofconversion sets forth the manner in which the facts will operate upon theaffected provisions. The facts may include any of the following:
(1) Statistical ormarket indices, market prices of any security or group of securities, interestrates, currency exchange rates, or similar economic or financial data.
(2) A determination oraction by the converting domestic limited partnership or by any other person,group, or body.
(3) The terms of, oractions taken under, an agreement to which the converting domestic limited partnershipis a party, or any other agreement or document.
(b) The plan ofconversion shall be approved by the domestic limited partnership in the mannerprovided for the approval of the conversion in a written partnership agreementor, if there is no provision, by the unanimous consent of its partners. If anypartner of the converting domestic limited partnership has or will havepersonal liability for any existing or future obligation of the resultingbusiness entity solely as a result of holding an interest in the resultingbusiness entity, then in addition to the requirements of the precedingsentence, approval of the plan of conversion by the domestic limitedpartnership shall require the consent of each such partner. The convertingdomestic limited partnership shall provide a copy of the plan of conversion toeach partner of the converting domestic limited partnership at the timeprovided in a written partnership agreement or, if there is no such provision,prior to its approval of the plan of conversion.
(c) After a plan ofconversion has been approved by a domestic limited partnership but before thearticles of conversion become effective, the plan of conversion (i) may beamended as provided in the plan of conversion, or (ii) may be abandoned (subjectto any contractual rights) as provided in the plan of conversion or writtenpartnership agreement or, if not so provided, as determined by the generalpartners of the domestic limited partnership in accordance with G.S. 59‑403.(2001‑387,s. 142; 2001‑487, s. 62(aa); 2005‑268, s. 57.)
(a) The convertingdomestic limited partnership shall approve a written plan of conversioncontaining:
(1) The name of theconverting domestic limited partnership;
(2) The name of theresulting business entity into which the domestic limited partnership shallconvert, its type of business entity, and the state or country whose lawsgovern its organization and internal affairs;
(3) The terms andconditions of the conversion; and
(4) The manner and basisfor converting the interests in the domestic limited partnership intointerests, obligations, or securities of the resulting business entity or intocash or other property in whole or in part.
(a1) The plan ofconversion may contain other provisions relating to the conversion.
(a2) The provisions ofthe plan of conversion, other than the provisions required by subdivisions (1)and (2) of subsection (a) of this section, may be made dependent on factsobjectively ascertainable outside the plan of conversion if the plan ofconversion sets forth the manner in which the facts will operate upon theaffected provisions. The facts may include any of the following:
(1) Statistical ormarket indices, market prices of any security or group of securities, interestrates, currency exchange rates, or similar economic or financial data.
(2) A determination oraction by the converting domestic limited partnership or by any other person,group, or body.
(3) The terms of, oractions taken under, an agreement to which the converting domestic limited partnershipis a party, or any other agreement or document.
(b) The plan ofconversion shall be approved by the domestic limited partnership in the mannerprovided for the approval of the conversion in a written partnership agreementor, if there is no provision, by the unanimous consent of its partners. If anypartner of the converting domestic limited partnership has or will havepersonal liability for any existing or future obligation of the resultingbusiness entity solely as a result of holding an interest in the resultingbusiness entity, then in addition to the requirements of the precedingsentence, approval of the plan of conversion by the domestic limitedpartnership shall require the consent of each such partner. The convertingdomestic limited partnership shall provide a copy of the plan of conversion toeach partner of the converting domestic limited partnership at the timeprovided in a written partnership agreement or, if there is no such provision,prior to its approval of the plan of conversion.
(c) After a plan ofconversion has been approved by a domestic limited partnership but before thearticles of conversion become effective, the plan of conversion (i) may beamended as provided in the plan of conversion, or (ii) may be abandoned (subjectto any contractual rights) as provided in the plan of conversion or writtenpartnership agreement or, if not so provided, as determined by the generalpartners of the domestic limited partnership in accordance with G.S. 59‑403.(2001‑387,s. 142; 2001‑487, s. 62(aa); 2005‑268, s. 57.)
