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

(b)  The plan of merger shall set forth:

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

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

(3)  The terms and conditions of the merger;

(4)  The manner and basis for converting the interestsof 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'sprincipal place of business, or if no street address is available, the ruralpost office number or post office box designated or made available by theUnited States Postal Service; and

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

(c)  A plan of merger may:

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

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

Any amendment to a partnership agreement or adoptionof a new partnership agreement made pursuant to this subsection shall beeffective upon the effective date of the merger.  This subsection shall notlimit the accomplishment of a merger or of any of the matters referred to inthis subsection by any other means provided for in a limited partnership orlimited liability limited partnership's partnership agreement or otheragreement, or as otherwise permitted by law; provided that the partnershipagreement of any constituent limited partnership or constituent limitedliability limited partnership to the merger (including a limited partnership orlimited liability limited partnership formed for the purpose of consummating amerger) shall be the partnership agreement of the surviving limited or limitedliability limited partnership.

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

(e)  A plan of merger shall be approved:

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

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

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

(g)  The surviving entity shall furnish a copyof 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 anytime prior to the time that the plan becomes effective, the plan may beterminated by the partners of any limited or limited liability limitedpartnership notwithstanding approval by all or any of the constituent parties. If the plan of merger is terminated after the filing of the articles but beforethe plan has become effective, a certificate of termination shall be filed withthe director.  A plan of merger may allow the partners of the constituentpartnerships to amend the plan at any time prior to the time that the planbecomes effective; provided that an amendment made subsequent to the adoptionof 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 onconversion of all or any of the interests of the partnership; or

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

If the plan of merger is amended after the articlesare filed with the director but before the plan has become effective, acertificate of amendment shall be filed with the director. [L 2003, c 210, ptof §1]