LD 2290
pg. 11
Page 10 of 31 An Act to Improve Business Entity Filings and Authorize Mergers, Consolidations... Page 12 of 31
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LR 3693
Item 1

 
partnership or other business entity into which they propose
to merge or consolidate;

 
B.__The terms and conditions of the merger or consolidation;

 
C.__The mode of carrying the merger or consolidation into
effect;

 
D.__The manner of converting the partnership interests of
each limited partnership and the shares or the limited
liability company or partnership interests of each other
business entity into shares, limited liability company or
partnership interests, or other ownership interests of the
entity surviving or resulting from the merger or
consolidation.__If any partnership interests of any limited
partnership or shares, limited liability company or
partnership interests of any other business entity are not
to be converted solely into shares, limited liability
company or partnership interests or other securities of the
entity surviving or resulting from the merger or
consolidation, the agreement or plan must state the cash,
property, rights or interests of any other business entity
that the holders of the shares or limited liability company
or partnership interests are to receive in connection with
the merger or consolidation; and

 
E.__Any other details or provisions as are determined
desirable, including, but not limited to, a provision for
the payment of cash in lieu of the issuance of fractional
shares or interests of the surviving or resulting limited
partnership or other business entity.

 
Any of the terms of the agreement or plan of merger or
consolidation may be made dependent upon facts ascertainable
outside of the agreement or plan, as long as the manner in which
the facts operate upon the terms of the agreement or plan is
clearly and expressly set forth in the agreement or plan of
merger or consolidation.

 
4.__Manner of approval.__Unless otherwise provided in the
partnership agreement, a merger or consolidation must be approved
by each limited partnership that is a party to the merger or
consolidation by all general partners and by the limited partners
or, if there is more than one class or group of limited partners,
then by each class or group of limited partners, by limited
partners who own more than 50% of the then-current percentage or
other interest in the profits of the limited partnership owned by
all of the limited partners or by the limited partners in each
class or group.__Each foreign limited partnership or other
business entity that is a party to a proposed merger or


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