State Codes and Statutes

State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-29_122

21-29,122. Merger or consolidation.(1) Any one or more limited cooperative associations may merge or consolidate with or into any one or more limited cooperative associations, limited liability companies, general partnerships, limited partnerships, cooperatives, or corporations, and any one or more limited liability companies, general partnerships, limited partnerships, cooperatives, or corporations may merge or consolidate with or into any one or more limited cooperative associations.(2) A plan of merger or consolidation shall be in a record and shall include:(a) The name and form of each constituent organization;(b) The name and form of the surviving organization and, if the surviving organization is to be created by the merger or consolidation, a statement to that effect;(c) The terms and conditions of the merger or consolidation, 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;(d) If the surviving organization is to be created by the merger or consolidation, the surviving organization's organizational documents;(e) If the surviving organization is not to be created by the merger or consolidation, any amendments to be made by the merger or consolidation to the surviving organization's organizational documents; and(f) If a member of a constituent limited cooperative association will have personal liability with respect to a surviving organization, the identity by descriptive class or other reasonable manner of the member. SourceLaws 2007, LB368, § 122; Laws 2008, LB848, § 28.