§ 1002 — Procedures for merger or consolidation

§ 1002. Procedures for merger or consolidation. (a) In connection with\na merger or consolidation under this chapter, rights or securities of,\nor interests in, a limited liability company or other business entity\nthat is a constituent party to the merger or consolidation may be\nexchanged for or converted into cash, property, rights or securities of,\nor interests in, the surviving or resulting limited liability company or\nother business entity or, in addition to or in lieu thereof, may be\nexchanged for or converted into cash, property, rights or securities of,\nor interests in, a limited liability company or other business entity\nthat is not the surviving or resulting limited liability company or\nother business entity in the merger or consolidation.\n (b) The members of each domestic limited liability company or other\nbusiness entity shall adopt (with respect to a domestic limited\nliability company, in the manner provided in subdivision (c) of this\nsection) an agreement of merger or consolidation, setting forth the\nterms and conditions of the conversion of the membership interests of\nthe members of the domestic limited liability company into interests in\nthe surviving or resulting limited liability company or other business\nentity or the cash or other consideration to be paid or delivered in\nexchange for membership interests in each domestic limited liability\ncompany, or a combination thereof.\n (c) The agreement of merger or consolidation shall be submitted to the\nmembers of each domestic limited liability company who are entitled to\nvote with respect to a merger or consolidation at a meeting called on\ntwenty days' notice or such greater notice as the operating agreement\nmay provide. Subject to any requirement in the operating agreement\nrequiring approval by any greater or lesser percentage in interest of\nthe members who are entitled to vote with respect to a merger or\nconsolidation, which shall not be less than a majority in interest of\nthose members who are so entitled to vote, the agreement shall be\napproved on behalf of each domestic limited liability company (i) by\nsuch voting interests of the members as shall be required by the\noperating agreement, or (ii) if no provision is made, by the members\nrepresenting at least a majority in interest of the members.\n (d) Notwithstanding authorization by the members, the agreement of\nmerger or consolidation may be terminated or amended pursuant to a\nprovision for such termination or amendment, if any, contained in the\nagreement of merger or consolidation.\n (e) Any member that is a party to a proposed merger or consolidation\nwho is entitled to vote with respect to such proposed merger or\nconsolidation may, prior to that time of the meeting at which such\nmerger or consolidation is to be voted on, file with the domestic\nlimited liability company written notice of dissent from the proposed\nmerger or consolidation. Such notice of dissent may be withdrawn by the\ndissenting member at any time prior to the effective date of the merger\nor consolidation and shall be deemed to be withdrawn if the member casts\na vote in favor of the proposed merger or consolidation.\n (f) Upon the effectiveness of the merger or consolidation, the\ndissenting member (referred to in subdivision (e) of this section) of\nany domestic limited liability company shall not become or continue to\nbe a member of or hold an interest in the surviving or resulting limited\nliability company or other business entity but shall be entitled to\nreceive in cash from the surviving or resulting domestic limited\nliability company or other business entity the fair value of his or her\nmembership interest in the domestic limited liability company as of the\nclose of business of the day prior to the effective date of the merger\nor consolidation in accordance with section five hundred nine of this\nchapter but without taking account of the effect of the merger or\nconsolidation.\n (g) A member of a domestic limited liability company who has a right\nunder this chapter to demand payment for his or her membership interest\nshall not have any right at law or in equity under this chapter to\nattack the validity of the merger or consolidation or to have the merger\nor consolidation set aside or rescinded, except in an action or contest\nwith respect to compliance with the provisions of the operating\nagreement or subdivision (c) of this section.\n (h) A limited liability company whose original articles of\norganization were filed with the secretary of state and effective prior\nto the effective date of this subdivision shall continue to be governed\nby this section as in effect on such date and shall not be governed by\nthis section, unless otherwise provided in the operating agreement.\n