121-1102. Procedure for merger or consolidation. (a) The general partners of each constituent limited partnership shall adopt an agreement of merger or consolidation, setting forth the partnership agreement of the surviving or consolidated limited partnership and the terms and conditions of the conversion of the interests of general and limited partners of the constituent limited partnerships into general and limited partnership interests in the surviving or resulting limited partnership or the cash or other consideration to be paid or delivered in exchange for interests in a constituent limited partnership, or a combination thereof. The agreement shall be submitted to the partners of each constituent limited partnership at a regular or special meeting called on twenty days notice or such greater notice as the partnership agreement may provide. Subject to any requirement in the partnership agreement requiring approval by any greater or lesser, which shall not be less than a majority in interest, percentage of limited partners, the agreement shall be approved on behalf of each constituent limited partnership (i) by such vote of general partners as shall be required by the partnership agreement, or, if no provision is made, by all general partners, and (ii) by limited partners representing a majority in interest of each class of limited partners. Notwithstanding authorization by the partners, the plan of merger or consolidation may be abandoned pursuant to a provision for such abandonment, if any, contained in the plan of merger or consolidation.
(b) Any limited partner of a limited partnership which is a party to a proposed merger or consolidation may, prior to that time of the meeting at which such merger or consolidation is to be voted on, file with the limited partnership written notice of dissent from the proposed merger or consolidation. Such notice of dissent may be withdrawn by the dissenting limited partner at any time prior to the effective date of the merger or consolidation and shall be deemed to be withdrawn if the limited partner casts a vote in favor of the proposed merger or consolidation.
(c) Upon the effectiveness of the merger or consolidation the dissenting limited partner of any constituent limited partnership shall not become or continue to be a limited partner of the surviving or resulting limited partnership, but shall be entitled to receive in cash from the surviving or resulting limited partnership the fair value of his interest in the limited partnership as of the close of business of the day prior to the effective date of the merger or consolidation in accordance with section 121-604 of this article, but without taking account of the effect of the merger or consolidation.
(d) A limited partner of a constituent limited partnership who has a right under this article to demand payment for his partnership interest shall not have any right at law or in equity under this article to attack the validity of the merger or consolidation, or to have the merger or consolidation set aside or rescinded, except in an action or contest with respect to compliance with the provisions of the partnership agreement or subdivision (a) of this section.
(e) A limited partnership whose original certificate of limited partnership was filed with the secretary of state and effective prior to the effective date of this subdivision shall continue to be governed by this section as in effect on such date and shall not be governed by this section, unless otherwise provided in the partnership agreement.
Last modified: February 3, 2019