§ 57C-9A-21. Plan of merger. - North Carolina Statutes

§ 57C‑9A‑21.  Planof merger.

(a)        Each mergingdomestic limited liability company and each other merging business entity shallapprove a written plan of merger containing:

(1)        For each mergingbusiness entity, its name, type of business entity, and the state or countrywhose laws govern its organization and internal affairs;

(2)        The name of themerging business entity that shall survive the merger;

(3)        The terms andconditions of the merger;

(4)        The manner and basisfor converting the interests in each merging business entity into interests,obligations, or securities of the surviving business entity or into cash orother property in whole or in part; and

(5)        If the survivingbusiness entity is a domestic limited liability company, any amendments to itsarticles of organization that are to be made in connection with the merger.

(a1)      The plan of mergermay contain other provisions relating to the merger.

(a2)      The provisions ofthe plan of merger, other than the provisions referred to in subdivisions (1),(2), and (5) of subsection (a) of this section, may be made dependent on factsobjectively ascertainable outside the plan of merger if the plan of merger setsforth the manner in which the facts will operate upon the affected provisions.The facts may include any of the following:

(1)        Statistical ormarket indices, market prices of any security or group of securities, interestrates, currency exchange rates, or similar economic or financial data.

(2)        A determination oraction by the domestic limited liability company or by any other person, group,or body.

(3)        The terms of, oractions taken under, an agreement to which the domestic limited liabilitycompany is a party, or any other agreement or document.

(b)        In the case of amerging domestic limited liability company, the plan of merger must be approvedin the manner provided in its articles of organization or a written operatingagreement for approval of a merger with the type of business entitycontemplated in the plan of merger, or, if there is no provision, by theunanimous consent of its members. If any member of a merging domestic limitedliability company has or will have personal liability for any existing orfuture obligation of the surviving business entity solely as a result ofholding an interest in the surviving business entity, then in addition to therequirements of the preceding sentence, approval of the plan of merger by thedomestic limited liability company shall require the consent of each suchmember. In the case of each other merging business entity, the plan of mergermust be approved in accordance with the laws of the state or country governingthe organization and internal affairs of the merging business entity.

(c)        After a plan ofmerger has been approved by a domestic limited liability company but before thearticles of merger become effective, the plan of merger (i) may be amended asprovided in the plan of merger, or (ii) may be abandoned (subject to anycontractual rights) as provided in the plan of merger, articles oforganization, or written operating agreement or, if not so provided, asdetermined by the managers of the domestic limited liability company inaccordance with G.S. 57C‑3‑20(b). (1999‑369, s. 3.7; 2001‑387, s. 97; 2001‑487,s. 62(p); 2005‑268, s. 49.)