§ 8546. Approval of merger or consolidation.(a) Preparation of plan of merger or consolidation.--A plan of merger or consolidation, as the case may be, shall be prepared, setting forth: (1) The terms and conditions of the merger or consolidation. (2) If the surviving or new partnership is or is to be a domestic limited partnership: (i) in the case of a merger, any changes desired to be made in the certificate of limited partnership or partnership agreement, which may include a restatement of either or both; or (ii) in the case of a consolidation: (A) all of the statements required by this chapter to be set forth in a restated certificate of limited partnership; and (B) the written provisions, if any, of the partnership agreement. (3) The manner and basis of converting the partnership interests of each limited partnership into partnership interests, securities or obligations of the surviving or new limited partnership, as the case may be, and, if any of the partnership interests of any of the limited partnerships that are parties to the merger or consolidation are not to be converted solely into partnership interests, securities or obligations of the surviving or new limited partnership, the partnership interests, securities or obligations of any other person or cash, property or rights that the holders of such partnership interests are to receive in exchange for, or upon conversion of, such partnership interests, and the surrender of any certificates evidencing them, which securities or obligations, if any, of any other person or cash, property or rights may be in addition to or in lieu of the partnership interests, securities or obligations of the surviving or new limited partnership. (4) Such other provisions as are deemed desirable. (b) Post-adoption amendment of plan of merger or consolidation.--A plan of merger or consolidation may contain a provision that the general partners of the constituent limited partnerships may amend the plan at any time prior to its effective date, except that an amendment made subsequent to any adoption of the plan by the limited partners of any constituent domestic limited partnership shall not change: (1) The amount or kind of partnership interests, obligations, cash, property or rights to be received in exchange for or on conversion of all or any of the partnership interests of the constituent domestic limited partnership adversely to the holders of those partnership interests. (2) Any term of the certificate of limited partnership or partnership agreement of the surviving or new limited partnership as it is to be in effect immediately following consummation of the merger or consolidation except provisions that may be amended without the approval of the limited partners. (3) Any of the other terms and conditions of the plan if the change would adversely affect the holders of any partnership interests of the constituent domestic limited partnership. (c) Proposal of merger or consolidation.--Every merger or consolidation shall be proposed in the case of each domestic limited partnership by the adoption by the general partners of a resolution approving the plan of merger or consolidation. Except where the approval of the limited partners is unnecessary under this subchapter or the partnership agreement, the general partners shall submit the plan to a vote of the limited partners entitled to vote thereon at a regular or special meeting of the limited partners. (d) Party to plan.--An association that approves a plan in its capacity as a partner or creditor of a merging or consolidating limited partnership, or that furnishes all or a part of the consideration contemplated by a plan, does not thereby become a party to the merger or consolidation for the purposes of this subchapter. (e) Notice of meeting of limited partners.--Notwithstanding any other provision of the partnership agreement, written notice of the meeting of limited partners called for the purpose of considering the proposed plan shall be given to each limited partner of record, whether or not entitled to vote thereon, of each domestic limited partnership that is a party to the proposed merger or consolidation. There shall be included in, or enclosed with, the notice a copy of the proposed plan or a summary thereof. The provisions of this subsection may not be relaxed by the certificate of limited partnership or partnership agreement. (f) Adoption of plan by limited partners.--The plan of merger or consolidation shall be adopted upon receiving a majority of the votes cast by all limited partners, if any, entitled to vote thereon of each of the domestic limited partnerships that is a party to the proposed merger or consolidation and, if any class of limited partners is entitled to vote thereon as a class, a majority of the votes cast in each class vote. A proposed plan of merger or consolidation shall not be deemed to have been adopted by the limited partnership unless it has also been approved by the general partners, regardless of the fact that the general partners have directed or suffered the submission of the plan to the limited partners for action. (g) Adoption by general partners.-- (1) Unless otherwise required by the partnership agreement, a plan of merger or consolidation shall not require the approval of the limited partners of a limited partnership if: (i) the plan, whether or not the limited partnership is the surviving limited partnership, does not alter the status of the limited partnership as a domestic limited partnership or alter in any respect the provisions of its certificate of limited partnership or partnership agreement, except changes that may be made without action by the limited partners; and (ii) each partnership interest outstanding immediately prior to the effective date of the merger or consolidation is to continue as or to be converted into, except as may be otherwise agreed by the holder thereof, an identical partnership interest in the surviving or new limited partnership after the effective date of the merger or consolidation. (2) If a merger or consolidation is effected pursuant to paragraph (1), the plan of merger or consolidation shall be deemed adopted by the limited partnership when it has been adopted by the general partners pursuant to subsection (c). (h) Termination of plan.--Prior to the time when a merger or consolidation becomes effective, the merger or consolidation may be terminated pursuant to provisions therefor, if any, set forth in the plan. If a certificate of merger or consolidation has been filed in the department prior to the termination, a certificate of termination executed by each limited partnership that is a party to the merger or consolidation, unless the plan permits termination by less than all of the limited partnerships, in which case the certificate shall be executed on behalf of the limited partnership exercising the right to terminate, shall be filed in the department. The certificate of termination shall set forth: (1) A copy of the certificate of merger or consolidation relating to the plan that is terminated. (2) A statement that the plan has been terminated in accordance with the provisions therefor set forth therein. See sections 134 (relating to docketing statement), 135 (relating to requirements to be met by filed documents), 138 (relating to statement of correction) and 8514 (relating to execution of certificates). (i) Authorization by foreign limited partnerships.--The plan of merger or consolidation shall be authorized, adopted or approved by each foreign limited partnership that desires to merge or consolidate in accordance with the laws of the jurisdiction in which it is organized. (j) Reference to outside facts.--Any of the terms of a plan of merger or consolidation may be made dependent upon facts ascertainable outside of the plan if the manner in which the facts will operate upon the terms of the plan is set forth in the plan. Such facts may include, without limitation, actions or events within the control of or determinations made by a party to the plan or a representative of a party to the plan. (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsecs. (a)(3), (b), (d), (e), (f) and (h), added subsec. (j), deleted subsec. (a) last par. and carried without amendment subsec. (a)(4). Cross References. Section 8546 is referred to in section 8577 of this title.
§ 8546. Approval of merger or consolidation.(a) Preparation of plan of merger or consolidation.--A plan of merger or consolidation, as the case may be, shall be prepared, setting forth: (1) The terms and conditions of the merger or consolidation. (2) If the surviving or new partnership is or is to be a domestic limited partnership: (i) in the case of a merger, any changes desired to be made in the certificate of limited partnership or partnership agreement, which may include a restatement of either or both; or (ii) in the case of a consolidation: (A) all of the statements required by this chapter to be set forth in a restated certificate of limited partnership; and (B) the written provisions, if any, of the partnership agreement. (3) The manner and basis of converting the partnership interests of each limited partnership into partnership interests, securities or obligations of the surviving or new limited partnership, as the case may be, and, if any of the partnership interests of any of the limited partnerships that are parties to the merger or consolidation are not to be converted solely into partnership interests, securities or obligations of the surviving or new limited partnership, the partnership interests, securities or obligations of any other person or cash, property or rights that the holders of such partnership interests are to receive in exchange for, or upon conversion of, such partnership interests, and the surrender of any certificates evidencing them, which securities or obligations, if any, of any other person or cash, property or rights may be in addition to or in lieu of the partnership interests, securities or obligations of the surviving or new limited partnership. (4) Such other provisions as are deemed desirable. (b) Post-adoption amendment of plan of merger or consolidation.--A plan of merger or consolidation may contain a provision that the general partners of the constituent limited partnerships may amend the plan at any time prior to its effective date, except that an amendment made subsequent to any adoption of the plan by the limited partners of any constituent domestic limited partnership shall not change: (1) The amount or kind of partnership interests, obligations, cash, property or rights to be received in exchange for or on conversion of all or any of the partnership interests of the constituent domestic limited partnership adversely to the holders of those partnership interests. (2) Any term of the certificate of limited partnership or partnership agreement of the surviving or new limited partnership as it is to be in effect immediately following consummation of the merger or consolidation except provisions that may be amended without the approval of the limited partners. (3) Any of the other terms and conditions of the plan if the change would adversely affect the holders of any partnership interests of the constituent domestic limited partnership. (c) Proposal of merger or consolidation.--Every merger or consolidation shall be proposed in the case of each domestic limited partnership by the adoption by the general partners of a resolution approving the plan of merger or consolidation. Except where the approval of the limited partners is unnecessary under this subchapter or the partnership agreement, the general partners shall submit the plan to a vote of the limited partners entitled to vote thereon at a regular or special meeting of the limited partners. (d) Party to plan.--An association that approves a plan in its capacity as a partner or creditor of a merging or consolidating limited partnership, or that furnishes all or a part of the consideration contemplated by a plan, does not thereby become a party to the merger or consolidation for the purposes of this subchapter. (e) Notice of meeting of limited partners.--Notwithstanding any other provision of the partnership agreement, written notice of the meeting of limited partners called for the purpose of considering the proposed plan shall be given to each limited partner of record, whether or not entitled to vote thereon, of each domestic limited partnership that is a party to the proposed merger or consolidation. There shall be included in, or enclosed with, the notice a copy of the proposed plan or a summary thereof. The provisions of this subsection may not be relaxed by the certificate of limited partnership or partnership agreement. (f) Adoption of plan by limited partners.--The plan of merger or consolidation shall be adopted upon receiving a majority of the votes cast by all limited partners, if any, entitled to vote thereon of each of the domestic limited partnerships that is a party to the proposed merger or consolidation and, if any class of limited partners is entitled to vote thereon as a class, a majority of the votes cast in each class vote. A proposed plan of merger or consolidation shall not be deemed to have been adopted by the limited partnership unless it has also been approved by the general partners, regardless of the fact that the general partners have directed or suffered the submission of the plan to the limited partners for action. (g) Adoption by general partners.-- (1) Unless otherwise required by the partnership agreement, a plan of merger or consolidation shall not require the approval of the limited partners of a limited partnership if: (i) the plan, whether or not the limited partnership is the surviving limited partnership, does not alter the status of the limited partnership as a domestic limited partnership or alter in any respect the provisions of its certificate of limited partnership or partnership agreement, except changes that may be made without action by the limited partners; and (ii) each partnership interest outstanding immediately prior to the effective date of the merger or consolidation is to continue as or to be converted into, except as may be otherwise agreed by the holder thereof, an identical partnership interest in the surviving or new limited partnership after the effective date of the merger or consolidation. (2) If a merger or consolidation is effected pursuant to paragraph (1), the plan of merger or consolidation shall be deemed adopted by the limited partnership when it has been adopted by the general partners pursuant to subsection (c). (h) Termination of plan.--Prior to the time when a merger or consolidation becomes effective, the merger or consolidation may be terminated pursuant to provisions therefor, if any, set forth in the plan. If a certificate of merger or consolidation has been filed in the department prior to the termination, a certificate of termination executed by each limited partnership that is a party to the merger or consolidation, unless the plan permits termination by less than all of the limited partnerships, in which case the certificate shall be executed on behalf of the limited partnership exercising the right to terminate, shall be filed in the department. The certificate of termination shall set forth: (1) A copy of the certificate of merger or consolidation relating to the plan that is terminated. (2) A statement that the plan has been terminated in accordance with the provisions therefor set forth therein. See sections 134 (relating to docketing statement), 135 (relating to requirements to be met by filed documents), 138 (relating to statement of correction) and 8514 (relating to execution of certificates). (i) Authorization by foreign limited partnerships.--The plan of merger or consolidation shall be authorized, adopted or approved by each foreign limited partnership that desires to merge or consolidate in accordance with the laws of the jurisdiction in which it is organized. (j) Reference to outside facts.--Any of the terms of a plan of merger or consolidation may be made dependent upon facts ascertainable outside of the plan if the manner in which the facts will operate upon the terms of the plan is set forth in the plan. Such facts may include, without limitation, actions or events within the control of or determinations made by a party to the plan or a representative of a party to the plan. (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsecs. (a)(3), (b), (d), (e), (f) and (h), added subsec. (j), deleted subsec. (a) last par. and carried without amendment subsec. (a)(4). Cross References. Section 8546 is referred to in section 8577 of this title.
§ 8546. Approval of merger or consolidation.(a) Preparation of plan of merger or consolidation.--A plan of merger or consolidation, as the case may be, shall be prepared, setting forth: (1) The terms and conditions of the merger or consolidation. (2) If the surviving or new partnership is or is to be a domestic limited partnership: (i) in the case of a merger, any changes desired to be made in the certificate of limited partnership or partnership agreement, which may include a restatement of either or both; or (ii) in the case of a consolidation: (A) all of the statements required by this chapter to be set forth in a restated certificate of limited partnership; and (B) the written provisions, if any, of the partnership agreement. (3) The manner and basis of converting the partnership interests of each limited partnership into partnership interests, securities or obligations of the surviving or new limited partnership, as the case may be, and, if any of the partnership interests of any of the limited partnerships that are parties to the merger or consolidation are not to be converted solely into partnership interests, securities or obligations of the surviving or new limited partnership, the partnership interests, securities or obligations of any other person or cash, property or rights that the holders of such partnership interests are to receive in exchange for, or upon conversion of, such partnership interests, and the surrender of any certificates evidencing them, which securities or obligations, if any, of any other person or cash, property or rights may be in addition to or in lieu of the partnership interests, securities or obligations of the surviving or new limited partnership. (4) Such other provisions as are deemed desirable. (b) Post-adoption amendment of plan of merger or consolidation.--A plan of merger or consolidation may contain a provision that the general partners of the constituent limited partnerships may amend the plan at any time prior to its effective date, except that an amendment made subsequent to any adoption of the plan by the limited partners of any constituent domestic limited partnership shall not change: (1) The amount or kind of partnership interests, obligations, cash, property or rights to be received in exchange for or on conversion of all or any of the partnership interests of the constituent domestic limited partnership adversely to the holders of those partnership interests. (2) Any term of the certificate of limited partnership or partnership agreement of the surviving or new limited partnership as it is to be in effect immediately following consummation of the merger or consolidation except provisions that may be amended without the approval of the limited partners. (3) Any of the other terms and conditions of the plan if the change would adversely affect the holders of any partnership interests of the constituent domestic limited partnership. (c) Proposal of merger or consolidation.--Every merger or consolidation shall be proposed in the case of each domestic limited partnership by the adoption by the general partners of a resolution approving the plan of merger or consolidation. Except where the approval of the limited partners is unnecessary under this subchapter or the partnership agreement, the general partners shall submit the plan to a vote of the limited partners entitled to vote thereon at a regular or special meeting of the limited partners. (d) Party to plan.--An association that approves a plan in its capacity as a partner or creditor of a merging or consolidating limited partnership, or that furnishes all or a part of the consideration contemplated by a plan, does not thereby become a party to the merger or consolidation for the purposes of this subchapter. (e) Notice of meeting of limited partners.--Notwithstanding any other provision of the partnership agreement, written notice of the meeting of limited partners called for the purpose of considering the proposed plan shall be given to each limited partner of record, whether or not entitled to vote thereon, of each domestic limited partnership that is a party to the proposed merger or consolidation. There shall be included in, or enclosed with, the notice a copy of the proposed plan or a summary thereof. The provisions of this subsection may not be relaxed by the certificate of limited partnership or partnership agreement. (f) Adoption of plan by limited partners.--The plan of merger or consolidation shall be adopted upon receiving a majority of the votes cast by all limited partners, if any, entitled to vote thereon of each of the domestic limited partnerships that is a party to the proposed merger or consolidation and, if any class of limited partners is entitled to vote thereon as a class, a majority of the votes cast in each class vote. A proposed plan of merger or consolidation shall not be deemed to have been adopted by the limited partnership unless it has also been approved by the general partners, regardless of the fact that the general partners have directed or suffered the submission of the plan to the limited partners for action. (g) Adoption by general partners.-- (1) Unless otherwise required by the partnership agreement, a plan of merger or consolidation shall not require the approval of the limited partners of a limited partnership if: (i) the plan, whether or not the limited partnership is the surviving limited partnership, does not alter the status of the limited partnership as a domestic limited partnership or alter in any respect the provisions of its certificate of limited partnership or partnership agreement, except changes that may be made without action by the limited partners; and (ii) each partnership interest outstanding immediately prior to the effective date of the merger or consolidation is to continue as or to be converted into, except as may be otherwise agreed by the holder thereof, an identical partnership interest in the surviving or new limited partnership after the effective date of the merger or consolidation. (2) If a merger or consolidation is effected pursuant to paragraph (1), the plan of merger or consolidation shall be deemed adopted by the limited partnership when it has been adopted by the general partners pursuant to subsection (c). (h) Termination of plan.--Prior to the time when a merger or consolidation becomes effective, the merger or consolidation may be terminated pursuant to provisions therefor, if any, set forth in the plan. If a certificate of merger or consolidation has been filed in the department prior to the termination, a certificate of termination executed by each limited partnership that is a party to the merger or consolidation, unless the plan permits termination by less than all of the limited partnerships, in which case the certificate shall be executed on behalf of the limited partnership exercising the right to terminate, shall be filed in the department. The certificate of termination shall set forth: (1) A copy of the certificate of merger or consolidation relating to the plan that is terminated. (2) A statement that the plan has been terminated in accordance with the provisions therefor set forth therein. See sections 134 (relating to docketing statement), 135 (relating to requirements to be met by filed documents), 138 (relating to statement of correction) and 8514 (relating to execution of certificates). (i) Authorization by foreign limited partnerships.--The plan of merger or consolidation shall be authorized, adopted or approved by each foreign limited partnership that desires to merge or consolidate in accordance with the laws of the jurisdiction in which it is organized. (j) Reference to outside facts.--Any of the terms of a plan of merger or consolidation may be made dependent upon facts ascertainable outside of the plan if the manner in which the facts will operate upon the terms of the plan is set forth in the plan. Such facts may include, without limitation, actions or events within the control of or determinations made by a party to the plan or a representative of a party to the plan. (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsecs. (a)(3), (b), (d), (e), (f) and (h), added subsec. (j), deleted subsec. (a) last par. and carried without amendment subsec. (a)(4). Cross References. Section 8546 is referred to in section 8577 of this title.
