(a) A limited partnership may merge with one or more other constituent organizations pursuant to this section and Sections 10-9C-1107 through 10-9C-1109 and a plan of merger, if:
(1) the governing statute of each of the other organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
(b) A plan of merger must be in a record and must include:
(1) the name, form, and mailing address of the principal office of each constituent organization;
(2) the name, form, and mailing address of the principal office of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
(4) if the surviving organization is to be created by the merger, the surviving organization's organizational documents; and
(5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents.
(c) A partnership agreement or plan of merger may provide contractual appraisal rights with respect to a partnership interest or another interest in a limited partnership for any class or group of partners or partnership interests in connection with any merger in which the limited partnership is a constituent organization.
(a) A limited partnership may merge with one or more other constituent organizations pursuant to this section and Sections 10-9C-1107 through 10-9C-1109 and a plan of merger, if:
(1) the governing statute of each of the other organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
(b) A plan of merger must be in a record and must include:
(1) the name, form, and mailing address of the principal office of each constituent organization;
(2) the name, form, and mailing address of the principal office of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
(4) if the surviving organization is to be created by the merger, the surviving organization's organizational documents; and
(5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents.
(c) A partnership agreement or plan of merger may provide contractual appraisal rights with respect to a partnership interest or another interest in a limited partnership for any class or group of partners or partnership interests in connection with any merger in which the limited partnership is a constituent organization.
(a) A limited partnership may merge with one or more other constituent organizations pursuant to this section and Sections 10-9C-1107 through 10-9C-1109 and a plan of merger, if:
(1) the governing statute of each of the other organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
(b) A plan of merger must be in a record and must include:
(1) the name, form, and mailing address of the principal office of each constituent organization;
(2) the name, form, and mailing address of the principal office of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
(4) if the surviving organization is to be created by the merger, the surviving organization's organizational documents; and
(5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents.
(c) A partnership agreement or plan of merger may provide contractual appraisal rights with respect to a partnership interest or another interest in a limited partnership for any class or group of partners or partnership interests in connection with any merger in which the limited partnership is a constituent organization.
