| 5. Operating agreement of surviving limited liability |
company. An A written agreement of merger or consolidation |
approved in accordance with section 742 may effect an amendment |
to the operating agreement or effect the adoption of a new |
operating agreement for a limited liability company if it is the |
surviving or resulting limited liability company in the merger or |
consolidation. An approved written plan of merger or |
consolidation may also provide that the operating agreement of |
any constituent limited liability company to the merger or |
consolidation, including a limited liability company formed for |
the purpose of consummating a merger or consolidation, must be |
the operating agreement of the surviving limited liability |
company. An amendment to an operating agreement or adoption of a |
new operating agreement made pursuant to this subsection is |
effective at the effective time or and date of the merger or |
consolidation. This subsection may not be construed to limit the |
accomplishment of a merger or consolidation or of any of the |
matters referred to in this subsection, by any other means |
provided for in an operating agreement or other agreement or as |
otherwise permitted by law, including that the operating |
agreement of a constituent limited liability company to the |
merger or consolidation including a limited liability company |
formed for the purpose of consummating a merger or consolidation, |
must be the operating agreement of the surviving or resulting |
limited liability company. |