LD 2290, Page 12 - 119th Legislature, SECOND REGULAR Session

consolidation shall approve the merger or consolidation in the

manner and by the vote required by the laws applicable to a foreign

limited partnership or other business entity and, to the extent

allowed under such laws, its governing documents.__ In connection

with a merger or consolidation under this section, rights or

interests in a limited partnership or other business entity that is

a constituent party to the merger or consolidation may be exchanged

for or converted into cash, property, rights or interests in the

surviving limited partnership or other business entity or in lieu

thereof may be exchanged for or converted into cash, property,

rights or interests in a limited partnership or other business

entity that is not the surviving or resulting limited partnership

or other business entity in the merger or consolidation.__

Notwithstanding prior approval, an agreement or plan of merger or

consolidation may be terminated or amended pursuant to a provision

for the termination or amendment contained in the agreement or plan

at any time before the articles of merger or consolidation are

filed with the Secretary of State.

5.__Articles of merger or consolidation.__After a plan or
agreement of merger or consolidation is adopted and approved in
the manner required by subsection 4, the surviving or resulting
limited partnership or other business entity shall deliver to the
Secretary of State for filing articles of merger or consolidation
setting forth:

A.__The name and current jurisdiction of each of the limited
partnerships or other business entities that are to merge or
consolidate;

B.__That an agreement or plan of merger or consolidation has
been approved, adopted and executed by each limited
partnership and other business entity, if any, that is a
party to the merger or consolidation;

C.__The name of the surviving or resulting entity;

D.__The date when the merger or consolidation is to take
effect, not to exceed 60 days, subsequent to the filing date
of the articles of merger or consolidation;

E.__That the agreement of merger or consolidation is on file
at a place of business of the surviving or resulting limited
partnership or other business entity and must state the
address of the entity;

F.__That a copy of the agreement of merger or consolidation will
be furnished by the surviving or resulting limited partnership or
other business entity on request and without

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