Article 77.--MERGER OR CONSOLIDATION; CONSTITUENT ENTITY
17-7705.Same; how authorized and approved; certification; abandonment.
(a) The agreement of merger or consolidation required by
K.S.A. 17-7704 shall be authorized and approved in the following manner:
(1) A constituent entity that is a domestic general partnership shall have
the agreement of merger or consolidation authorized and approved by all of the
partners, unless otherwise provided in the articles or agreement of
partnership;
(2) a constituent entity that is a domestic limited partnership shall have
the agreement of merger or consolidation approved by all general partners and
by all of the limited partners unless otherwise provided in the certificate or
agreement of limited partnership;
(3) a constituent entity that is a domestic corporation shall have the
agreement of merger or consolidation approved in the manner applicable to a
merger of two or more domestic corporations as provided in K.S.A. 17-6001
et seq. and amendments thereto;
(4) a constituent entity that is a domestic limited liability company shall
have the agreement of merger or consolidation approved in the manner provided
in
K.S.A. 17-7681 and amendments thereto; and
(5) each constituent entity formed under the laws of a jurisdiction other
than this state shall have the agreement of merger or consolidation approved
in accordance with the laws of such other jurisdiction.
(b) The fact that the agreement of merger or consolidation has been
authorized and approved in accordance with this section shall be certified on
the agreement of merger or consolidation on behalf of each constituent entity:
(1) In the case of any domestic general or limited partnership, by any
general partner;
(2) in the case of any domestic corporation, by its president or a vice
president, and by its secretary or an assistant secretary;
(3) in the case of any domestic limited liability company, by any member or
manager; and
(4) in the case of any constituent entity formed under the laws of any
jurisdiction other than this state, in accordance with the laws of such other
jurisdiction.
(c) After the agreement of merger or consolidation is authorized and
approved, unless the agreement of merger or consolidation provides otherwise,
and at any time before the agreement of merger or consolidation or certificate
of merger or consolidation is effective as provided for in K.S.A. 17-7706, the
agreement of merger or consolidation may be abandoned. Subject to any
contractual rights, in accordance with the procedure set forth in the agreement
of merger or consolidation or, if none is set forth, with the approval of those
persons or individuals entitled to approve the merger or consolidation as
provided in subsection (a).
History: L. 1995, ch. 245, § 9;
L. 1999, ch. 119, § 85; Jan. 1, 2000.
Article 77.--MERGER OR CONSOLIDATION; CONSTITUENT ENTITY
17-7705.Same; how authorized and approved; certification; abandonment.
(a) The agreement of merger or consolidation required by
K.S.A. 17-7704 shall be authorized and approved in the following manner:
(1) A constituent entity that is a domestic general partnership shall have
the agreement of merger or consolidation authorized and approved by all of the
partners, unless otherwise provided in the articles or agreement of
partnership;
(2) a constituent entity that is a domestic limited partnership shall have
the agreement of merger or consolidation approved by all general partners and
by all of the limited partners unless otherwise provided in the certificate or
agreement of limited partnership;
(3) a constituent entity that is a domestic corporation shall have the
agreement of merger or consolidation approved in the manner applicable to a
merger of two or more domestic corporations as provided in K.S.A. 17-6001
et seq. and amendments thereto;
(4) a constituent entity that is a domestic limited liability company shall
have the agreement of merger or consolidation approved in the manner provided
in
K.S.A. 17-7681 and amendments thereto; and
(5) each constituent entity formed under the laws of a jurisdiction other
than this state shall have the agreement of merger or consolidation approved
in accordance with the laws of such other jurisdiction.
(b) The fact that the agreement of merger or consolidation has been
authorized and approved in accordance with this section shall be certified on
the agreement of merger or consolidation on behalf of each constituent entity:
(1) In the case of any domestic general or limited partnership, by any
general partner;
(2) in the case of any domestic corporation, by its president or a vice
president, and by its secretary or an assistant secretary;
(3) in the case of any domestic limited liability company, by any member or
manager; and
(4) in the case of any constituent entity formed under the laws of any
jurisdiction other than this state, in accordance with the laws of such other
jurisdiction.
(c) After the agreement of merger or consolidation is authorized and
approved, unless the agreement of merger or consolidation provides otherwise,
and at any time before the agreement of merger or consolidation or certificate
of merger or consolidation is effective as provided for in K.S.A. 17-7706, the
agreement of merger or consolidation may be abandoned. Subject to any
contractual rights, in accordance with the procedure set forth in the agreement
of merger or consolidation or, if none is set forth, with the approval of those
persons or individuals entitled to approve the merger or consolidation as
provided in subsection (a).
History: L. 1995, ch. 245, § 9;
L. 1999, ch. 119, § 85; Jan. 1, 2000.
Article 77.--MERGER OR CONSOLIDATION; CONSTITUENT ENTITY
17-7705.Same; how authorized and approved; certification; abandonment.
(a) The agreement of merger or consolidation required by
K.S.A. 17-7704 shall be authorized and approved in the following manner:
(1) A constituent entity that is a domestic general partnership shall have
the agreement of merger or consolidation authorized and approved by all of the
partners, unless otherwise provided in the articles or agreement of
partnership;
(2) a constituent entity that is a domestic limited partnership shall have
the agreement of merger or consolidation approved by all general partners and
by all of the limited partners unless otherwise provided in the certificate or
agreement of limited partnership;
(3) a constituent entity that is a domestic corporation shall have the
agreement of merger or consolidation approved in the manner applicable to a
merger of two or more domestic corporations as provided in K.S.A. 17-6001
et seq. and amendments thereto;
(4) a constituent entity that is a domestic limited liability company shall
have the agreement of merger or consolidation approved in the manner provided
in
K.S.A. 17-7681 and amendments thereto; and
(5) each constituent entity formed under the laws of a jurisdiction other
than this state shall have the agreement of merger or consolidation approved
in accordance with the laws of such other jurisdiction.
(b) The fact that the agreement of merger or consolidation has been
authorized and approved in accordance with this section shall be certified on
the agreement of merger or consolidation on behalf of each constituent entity:
(1) In the case of any domestic general or limited partnership, by any
general partner;
(2) in the case of any domestic corporation, by its president or a vice
president, and by its secretary or an assistant secretary;
(3) in the case of any domestic limited liability company, by any member or
manager; and
(4) in the case of any constituent entity formed under the laws of any
jurisdiction other than this state, in accordance with the laws of such other
jurisdiction.
(c) After the agreement of merger or consolidation is authorized and
approved, unless the agreement of merger or consolidation provides otherwise,
and at any time before the agreement of merger or consolidation or certificate
of merger or consolidation is effective as provided for in K.S.A. 17-7706, the
agreement of merger or consolidation may be abandoned. Subject to any
contractual rights, in accordance with the procedure set forth in the agreement
of merger or consolidation or, if none is set forth, with the approval of those
persons or individuals entitled to approve the merger or consolidation as
provided in subsection (a).
History: L. 1995, ch. 245, § 9;
L. 1999, ch. 119, § 85; Jan. 1, 2000.
