§ 121-1106 — Mergers and consolidations involving other business entities

§ 121-1106. Mergers and consolidations involving other business\nentities. One or more domestic limited partnerships formed under this\narticle or which comply with subdivision (a) of section 121-1202 of this\narticle may merge with, or consolidate into, one or more other business\nentities formed under the law of this state or the law of any other\nstate, in each case with the surviving or resulting entity being a\nlimited partnership or a domestic or foreign other business entity;\nprovided that (i) any limited partnership so merging or consolidating\ncomplies with the provisions of this chapter so far as applicable to it\nand as applicable to any surviving or resulting limited partnership and\n(ii) any such other business entity so merging or consolidating complies\nwith the applicable provisions of the statute governing such other\nbusiness entity. With respect to adoption of an agreement of merger or\nconsolidation pursuant to section 121-1102 of this article, the general\npartners of each constituent limited partnership shall adopt an\nagreement of merger or consolidation (to be submitted to the partners of\nthe limited partnership as provided in subdivision (a) of section\n121-1102) setting forth the terms and conditions of the conversion of\nthe interests of the general and limited partners of such constituent\nlimited partnerships into interests in the surviving or resulting entity\nor the cash or other consideration to be paid or delivered in exchange\nfor interests in such constituent limited partnerships, or a combination\nthereof. The rights of any dissenting limited partner of any constituent\nlimited partnership shall be as provided in this chapter whether the\nsurviving or resulting entity is a limited partnership or a domestic or\nforeign other business entity. The certificate of merger or\nconsolidation required pursuant to section 121-1103 of this article\nshall include the information required by paragraphs one, two, three and\nsix of subdivision (a) of such section (as applicable) as to the\nconstituent other business entities. The provisions of section 121-1104\nof this article shall govern the effect of the merger or consolidation\nwith respect to the property of, debts, obligations, liabilities and\npenalties of, and actions, suits and proceedings by or against, the\nconstituent limited partnership if the survivor or resultant entity\ntherefrom is a limited partnership. A certificate of merger or\nconsolidation shall be filed with the department of state pursuant to\nthe law applicable to such surviving or resulting entity. If the\nsurviving or resulting entity is an other business entity for which the\nlaws of this state do not provide for the filing of a certificate of\nmerger or consolidation, such certificate shall be filed pursuant to\nthis section.\n