[§425E-1106]  Merger. 
(a)  Pursuant to a plan of merger, a domestic or foreign limited partnership or
limited liability limited partnership may merge with one or more domestic
professional corporations or with one or more limited partnerships, limited liability
limited partnerships, or other business entities formed or organized under the
laws of this State, any state or territory of the United States, any foreign
jurisdiction, or any combination thereof, with one of the domestic professional
corporations, domestic or foreign limited partnerships, limited liability
limited partnerships, or other business entities whether domestic or foreign,
being the surviving entity, as provided in the plan; provided that the merger
is permitted by the law of the state or country under whose law each foreign
entity that is a party to the merger is organized.



(b)  The plan of merger shall set forth:



(1)  The name and jurisdiction of formation or
organization of each entity that is a party to the merger;



(2)  The name of the surviving entity with or into
which the other entity or entities will merge;



(3)  The terms and conditions of the merger;



(4)  The manner and basis for 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;



(5)  The street address of the surviving entity's
principal place of business, or if no street address is available, the rural
post office number or post office box designated or made available by the
United States Postal Service; and



(6)  Amendments, if any, to the organizing articles of
the surviving entity or, if no amendments are desired, a statement that the
organizing articles of the surviving entity shall not be amended pursuant to
the merger.



(c)  A plan of merger may:



(1)  Amend the partnership agreement of the limited or
limited liability limited partnership; or



(2)  Adopt a new partnership agreement, for a limited
or limited liability limited partnership if it is the surviving entity in the
merger.



Any amendment to a partnership agreement or adoption
of a new partnership agreement made pursuant to this subsection shall be
effective upon the effective date of the merger.  This subsection shall not
limit the accomplishment of a merger or of any of the matters referred to in
this subsection by any other means provided for in a limited partnership or
limited liability limited partnership's partnership agreement or other
agreement, or as otherwise permitted by law; provided that the partnership
agreement of any constituent limited partnership or constituent limited
liability limited partnership to the merger (including a limited partnership or
limited liability limited partnership formed for the purpose of consummating a
merger) shall be the partnership agreement of the surviving limited or limited
liability limited partnership.



(d)  A plan of merger may set forth other
provisions relating to the merger.



(e)  A plan of merger shall be approved:



(1)  In the case of a domestic limited or limited liability
limited partnership that is a party to the merger, unless otherwise provided by
the partnership agreement, by the vote of all general partners and by the
limited partners; provided that if there is more than one class of limited
partners, then by each class of limited partners, in either case, by limited
partners who own more than fifty per cent of the then current percentage owned
by all of the limited partners or by the limited partners in each class as
appropriate; and



(2)  In the case of a foreign limited or limited
liability limited partnership that is a party to the merger, by the vote
required for approval of a merger by the laws of the state or foreign
jurisdiction in which the foreign limited or limited liability limited
partnership is organized.



(f)  If a foreign limited or limited liability
limited partnership is the surviving entity of a merger, it shall not do
business in this State until an application for a certificate of authority is
filed with the director if the foreign limited or limited liability limited
partnership is not already authorized to transact business in this State.



(g)  The surviving entity shall furnish a copy
of the plan of merger, on request and without cost, to any member, shareholder,
or partner of any entity that is a party to the merger.



(h)  A plan of merger may provide that at any
time prior to the time that the plan becomes effective, the plan may be
terminated by the partners of any limited or limited liability limited
partnership notwithstanding approval by all or any of the constituent parties. 
If the plan of merger is terminated after the filing of the articles but before
the plan has become effective, a certificate of termination shall be filed with
the director.  A plan of merger may allow the partners of the constituent
partnerships to amend the plan at any time prior to the time that the plan
becomes effective; provided that an amendment made subsequent to the adoption
of the plan by the partners of any constituent partnership shall not:



(1)  Alter or change the amount or kind of shares,
securities, cash, property, or rights to be received in exchange for or on
conversion of all or any of the interests of the partnership; or



(2)  Alter or change any term of the organizing
articles of the surviving entity to be effected by the merger.



If the plan of merger is amended after the articles
are filed with the director but before the plan has become effective, a
certificate of amendment shall be filed with the director. [L 2003, c 210, pt
of §1]