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foreign corporations, limited partnerships and general partnerships | authorized by applicable statutes to merge or consolidate with a | limited liability company. |
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| | 2.__Merger or consolidation.__Pursuant to a plan of merger or | consolidation that complies with and is approved in accordance | with this section, any one or more limited liability companies | may merge or consolidate with or into one or more limited | liability companies or other business entities, with the limited | liability company or other business entity as the agreement | provides being the surviving or resulting limited liability | company or other business entity. |
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| | 3.__Exchange or conversion of rights, securities or interests.__ | Rights or securities of or interests in a limited liability | company or other business entity that is a party to the merger or | consolidation may be exchanged for or converted into cash, | property, obligations, rights or securities of or interests in | the surviving or resulting limited liability company or other | business entity. |
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| | Sec. 27. 31 MRSA §§742 and 743, as enacted by PL 1993, c. 718, Pt. A, | §1, are amended to read: |
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| §742. Approval of merger or consolidation |
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| | 1. Majority approval required. Unless otherwise provided in | writing in the operating agreement or in the articles of | organization, a limited liability company that is a party to a | proposed merger or consolidation must approve the merger or | consolidation agreement by the consent of more than 1/2 by number | of the members a majority in interest of the members or, if there | is more than one class or group of members, by consent of a | majority in interest of the members of each class or group. |
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| | 2. Manner of approval. A foreign limited liability company | Each limited liability company or other business entity that is a | party to a proposed merger or consolidation pursuant to section | 741-A shall approve the merger or consolidation in the manner and | by the vote required by the laws applicable to such a business | entity and, to the extent allowed under such laws, its governing | documents. |
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| | 3. Rights to abandon merger. A Each business entity that is | a party to the merger or consolidation has those rights to | abandon the merger or consolidation that are provided for in the | merger or consolidation agreement or the laws applicable to the | business entity. |
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| §743. Plan of merger or consolidation |
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