29-2203. Approval of merger
A. A plan of merger is not effective unless it has been approved both:
1. By a domestic merging entity:
(a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a merger.
(b) If neither its governing statute nor its organizational documents provide for approval of a merger, then by all of the interest holders of the entity entitled to vote on or consent to any matter or, if there are no such interest holders, then by all of the governors of the entity.
2. In a record by each interest holder of a domestic merging entity that will have interest holder liability for obligations that arise after the merger becomes effective, unless both:
(a) The organizational documents of the entity expressly provide in a record for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders.
(b) The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision.
B. A merger involving a foreign merging entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
Section: Previous 29-2106 29-2107 29-2108 29-2109 29-2110 29-2201 29-2202 29-2203 29-2204 29-2205 29-2206 29-2207 29-2301 29-2302 29-2303 NextLast modified: October 13, 2016