21-171 Merger. - Nebraska Statutes

21-171. Merger.(ULLCA 1002) (a) A limited liability companymay merge with one or more other constituent organizations pursuant to thissection, sections 21-172 to 21-174, and a plan of merger, if:(1) the governing statuteof each of the other organizations authorizes the merger;(2) the merger is notprohibited by the law of a jurisdiction that enacted any of the governingstatutes; and(3)each of the other organizations complies with its governing statute in effectingthe merger.(b)A plan of merger must be in a record and must include:(1) the name and formof each constituent organization;(2) the name and form of the surviving organizationand, if the surviving organization is to be created by the merger, a statementto that effect;(3)the terms and conditions of the merger, including the manner and basis forconverting the interests in each constituent organization into any combinationof money, interests in the surviving organization, and other consideration;(4) if the survivingorganization is to be created by the merger, the surviving organization'sorganizational documents that are proposed to be in a record; and(5) if the survivingorganization is not to be created by the merger, any amendments to be madeby the merger to the surviving organization's organizational documents thatare, or are proposed to be, in a record. SourceLaws 2010, LB888, § 71.Operative Date: January 1, 2011