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| 1. Written plan. Each constituent limited liability company or | | other business entity that is a party to the merger or | | consolidation shall enter into a written plan of merger or | consolidation, which that must be approved in accordance with | | section 742. |
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| | | 2. Plan requirements. The plan of merger or consolidation | | must set forth: |
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| | | A. The name and current jurisdiction of each limited | | liability company or other business entity that is a party | | to the merger or consolidation and the name and jurisdiction | of the surviving limited liability company into which each | other party proposes to merge or the new limited liability | company into which each party proposes to consolidate or | | resulting business entity into which each limited liability | | company or other business entity merges or consolidates; |
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| | | B. The terms and conditions of the proposed merger or | | consolidation and the mode of carrying the merger or | | consolidation into effect; |
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| | | C. The manner and basis of converting the interests in each | | limited liability company or the shares of stock or other | | interests in each other business entity that is a party to | | the merger or consolidation into interests, shares, or other | | securities or obligations, as the case may be, of the | surviving or new resulting limited liability company or | | other business entity or, in whole or in part, into cash or | | other property; |
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| | D. In the case of a merger, such amendments to the articles | of the surviving limited liability company as desired to be | effected by the merger or that those amendments are not | desired; |
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| | | D-1.__In the case of a merger, a statement of any changes in | | or a restatement of the organizing documents of the | | surviving business entity; a statement that the organizing | | documents of the surviving business entity remain unchanged; | | or in the case of a consolidation, with respect to the | | resulting business entity, all of the statements required to | | be set forth in the organizing documents for that type of | | business entity; and |
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| | E. In the case of a consolidation, all of the statements | required to be set forth in the articles of organization of | the new limited liability company; and |
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