(a) Each mergingdomestic partnership and each other merging business entity shall approve awritten plan of merger containing:
(1) For each mergingbusiness entity, its name, type of business entity, and the state or country whoselaws govern its organization and internal affairs;
(2) The name of themerging business entity that shall survive the merger;
(3) The terms andconditions of the merger; and
(4) The manner and basisfor converting the interests in each merging business entity into interests,obligations, or securities of the surviving business entity or into cash orother property in whole or in part.
(a1) The plan of mergermay contain other provisions relating to the merger.
(a2) The provisions ofthe plan of merger, other than the provisions referred to in subdivisions (1)and (2) of subsection (a) of this section, may be made dependent on factsobjectively ascertainable outside the plan of merger if the plan of merger setsforth the manner in which the facts will operate upon the affected provisions.The facts may include any of the following:
(1) Statistical ormarket indices, market prices of any security or group of securities, interestrates, currency exchange rates, or similar economic or financial data.
(2) A determination oraction by the domestic partnership or by any other person, group, or body.
(3) The terms of, oractions taken under, an agreement to which the domestic partnership is a party,or any other agreement or document.
(b) In the case of amerging domestic partnership, the plan of merger must be approved in the mannerprovided in a written partnership agreement that is binding on all the partnersfor approval of a merger with the type of business entity contemplated in theplan of merger or, if there is no provision, by the unanimous consent of itspartners. If any partner of a merging domestic partnership has or will havepersonal liability for any existing or future obligation of the survivingbusiness entity solely as a result of holding an interest in the survivingbusiness entity, then in addition to the requirements of the precedingsentence, approval of the plan of merger by the domestic partnership shallrequire the consent of that partner. In the case of each other merging businessentity, the plan of merger must be approved in accordance with the laws of thestate or country governing the organization and internal affairs of suchmerging business entity.
(c) After a plan ofmerger has been approved by the domestic partnership but before the articles ofmerger become effective, the plan of merger (i) may be amended as provided inthe plan of merger, or (ii) may be abandoned (subject to any contractualrights) as provided in the plan of merger or a written partnership agreementthat is binding on all the partners or, if not so provided, as determined bythe unanimous consent of the partners. (1999‑369, s. 4.1; 2001‑387, ss. 105(b),112, 113; 2005‑268, s. 54.)
(a) Each mergingdomestic partnership and each other merging business entity shall approve awritten plan of merger containing:
(1) For each mergingbusiness entity, its name, type of business entity, and the state or country whoselaws govern its organization and internal affairs;
(2) The name of themerging business entity that shall survive the merger;
(3) The terms andconditions of the merger; and
(4) The manner and basisfor converting the interests in each merging business entity into interests,obligations, or securities of the surviving business entity or into cash orother property in whole or in part.
(a1) The plan of mergermay contain other provisions relating to the merger.
(a2) The provisions ofthe plan of merger, other than the provisions referred to in subdivisions (1)and (2) of subsection (a) of this section, may be made dependent on factsobjectively ascertainable outside the plan of merger if the plan of merger setsforth the manner in which the facts will operate upon the affected provisions.The facts may include any of the following:
(1) Statistical ormarket indices, market prices of any security or group of securities, interestrates, currency exchange rates, or similar economic or financial data.
(2) A determination oraction by the domestic partnership or by any other person, group, or body.
(3) The terms of, oractions taken under, an agreement to which the domestic partnership is a party,or any other agreement or document.
(b) In the case of amerging domestic partnership, the plan of merger must be approved in the mannerprovided in a written partnership agreement that is binding on all the partnersfor approval of a merger with the type of business entity contemplated in theplan of merger or, if there is no provision, by the unanimous consent of itspartners. If any partner of a merging domestic partnership has or will havepersonal liability for any existing or future obligation of the survivingbusiness entity solely as a result of holding an interest in the survivingbusiness entity, then in addition to the requirements of the precedingsentence, approval of the plan of merger by the domestic partnership shallrequire the consent of that partner. In the case of each other merging businessentity, the plan of merger must be approved in accordance with the laws of thestate or country governing the organization and internal affairs of suchmerging business entity.
(c) After a plan ofmerger has been approved by the domestic partnership but before the articles ofmerger become effective, the plan of merger (i) may be amended as provided inthe plan of merger, or (ii) may be abandoned (subject to any contractualrights) as provided in the plan of merger or a written partnership agreementthat is binding on all the partners or, if not so provided, as determined bythe unanimous consent of the partners. (1999‑369, s. 4.1; 2001‑387, ss. 105(b),112, 113; 2005‑268, s. 54.)
(a) Each mergingdomestic partnership and each other merging business entity shall approve awritten plan of merger containing:
(1) For each mergingbusiness entity, its name, type of business entity, and the state or country whoselaws govern its organization and internal affairs;
(2) The name of themerging business entity that shall survive the merger;
(3) The terms andconditions of the merger; and
(4) The manner and basisfor converting the interests in each merging business entity into interests,obligations, or securities of the surviving business entity or into cash orother property in whole or in part.
(a1) The plan of mergermay contain other provisions relating to the merger.
(a2) The provisions ofthe plan of merger, other than the provisions referred to in subdivisions (1)and (2) of subsection (a) of this section, may be made dependent on factsobjectively ascertainable outside the plan of merger if the plan of merger setsforth the manner in which the facts will operate upon the affected provisions.The facts may include any of the following:
(1) Statistical ormarket indices, market prices of any security or group of securities, interestrates, currency exchange rates, or similar economic or financial data.
(2) A determination oraction by the domestic partnership or by any other person, group, or body.
(3) The terms of, oractions taken under, an agreement to which the domestic partnership is a party,or any other agreement or document.
(b) In the case of amerging domestic partnership, the plan of merger must be approved in the mannerprovided in a written partnership agreement that is binding on all the partnersfor approval of a merger with the type of business entity contemplated in theplan of merger or, if there is no provision, by the unanimous consent of itspartners. If any partner of a merging domestic partnership has or will havepersonal liability for any existing or future obligation of the survivingbusiness entity solely as a result of holding an interest in the survivingbusiness entity, then in addition to the requirements of the precedingsentence, approval of the plan of merger by the domestic partnership shallrequire the consent of that partner. In the case of each other merging businessentity, the plan of merger must be approved in accordance with the laws of thestate or country governing the organization and internal affairs of suchmerging business entity.
(c) After a plan ofmerger has been approved by the domestic partnership but before the articles ofmerger become effective, the plan of merger (i) may be amended as provided inthe plan of merger, or (ii) may be abandoned (subject to any contractualrights) as provided in the plan of merger or a written partnership agreementthat is binding on all the partners or, if not so provided, as determined bythe unanimous consent of the partners. (1999‑369, s. 4.1; 2001‑387, ss. 105(b),112, 113; 2005‑268, s. 54.)
