21-2649 Merger or consolidation; approval; abandonment. - Nebraska Statutes

21-2649. Merger or consolidation; approval; abandonment.(1)(a) A proposed plan of merger or consolidation complying with the requirements of section 21-2648 shall be approved in the manner provided by this section.(b) A limited liability company which is a party to a proposed merger or consolidation shall have the plan of merger or consolidation authorized and approved by a majority in interest, or such greater interest as otherwise provided in the articles of organization, of the members of such limited liability company.(c) A corporation which is a party to a proposed merger or consolidation shall have the plan of merger or consolidation authorized and approved in the manner and by the vote required by the laws of this state.(d) A partnership which is a party to a proposed merger or consolidation shall have the plan of merger authorized and approved in the manner and by the vote required by its partnership agreement and in accordance with the partnership laws of this state.(2) After a merger or consolidation is authorized, unless the plan of merger or consolidation provides otherwise, and at any time before articles of merger or consolidation are filed, the plan of merger or consolidation may be abandoned, subject to any contractual rights, in accordance with the procedure set forth in the plan of merger or consolidation or, if none is set forth, as follows:(a) By a majority in interest, or such greater interest as otherwise provided in the articles of organization, of the members of each limited liability company that is a constituent entity;(b) By the vote of the board of directors of any corporation that is a constituent entity; and(c) By the partners of any partnership that is a constituent entity in accordance with its partnership agreement and applicable partnership law. SourceLaws 1994, LB 884, § 48; Laws 1996, LB 681, § 192; Laws 1997, LB 631, § 22. Termination Date: January 1, 2013