29-372

29-372. Merger of partnerships

A. Pursuant to a plan of merger approved as provided in subsection C of this
section, a limited partnership may be merged with one or more partnerships, limited
partnerships or other business entities as defined in section 29-751.

B. The plan of merger shall set forth all of the following:

1. The name of each partnership, limited partnership or other business entity that
is a party to the merger.

2. The name of the surviving entity into which the other partnerships, limited
partnerships or other business entities will merge.

3. Whether the surviving entity is a partnership, a limited partnership or another
business entity, and the status, if any, of each partner as a general partner, limited
partner, member, shareholder or other type of owner in the surviving entity.

4. The terms and conditions of the merger.

5. The manner and basis of converting the interests of each party to the merger
into interests or obligations of the surviving entity or into money or other property in
whole or in part.

6. The street address of the surviving entity's chief executive office.

C. The plan of merger shall be approved:

1. In the case of a partnership that is a party to the merger, by all of the
partners, or a number or percentage specified for merger in the partnership agreement.

2. In the case of a limited partnership that is a party to the merger, by the vote
required for approval of a merger by the law of the state or foreign jurisdiction under
which the limited partnership is organized and in the absence of such a specifically
applicable law by all of the partners or any lesser number specified in the partnership
agreement and permitted by the law of the state or foreign jurisdiction under which the
limited partnership is organized.

3. In the case of a business entity other than a general partnership or limited
partnership in the manner required by the laws of the jurisdiction under which the entity
is organized.

D. After a plan of merger is approved and before the merger takes effect, the plan
may be amended or abandoned as provided in the plan.

E. The merger takes effect on the later of:

1. The approval of the plan of merger by all parties to the merger, as provided in
subsection C of this section.

2. The filing of a statement of merger pursuant to section 29-374 and all other
documents required by law to be filed as a condition to the effectiveness of the merger.

3. Any effective date specified in the plan of merger.