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.

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.

Sec. 27. 31 MRSA §§742 and 743, as enacted by PL 1993, c. 718, Pt. A, §1, are amended to read:

§742. Approval of merger or consolidation

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.

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.

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.

§743. Plan of merger or consolidation