§ 59-1071. Plan of merger. - North Carolina Statutes

§ 59‑1071.  Plan ofmerger.

(a)        Each mergingdomestic limited partnership 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 partnership, any amendments to itscertificate of limited partnership that are to be made in connection with themerger.

(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 partnership or by any other person, group, orbody.

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

(b)        In the case of amerging domestic limited partnership, the plan of merger must be approved inthe manner provided in a written partnership agreement that is binding on allthe partners 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 partners. If any partner of a merging domestic limitedpartnership has or will have personal liability for any existing or futureobligation of the surviving business entity solely as a result of holding aninterest in the surviving business entity, then in addition to the requirementsof the preceding sentence, approval of the plan of merger by the domesticlimited partnership shall require the consent of that partner. In the case ofeach other merging business entity, the plan of merger must be approved inaccordance with the laws of the state or country governing the organization andinternal affairs of the merging business entity.

(c)        After a plan ofmerger has been approved by a domestic limited partnership, 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 or a written partnershipagreement that is binding on all the partners or, if there is no suchprovision, as determined by the unanimous consent of the partners. (1999‑369, s. 4.8; 2001‑387,ss. 143, 145; 2005‑268, s. 58.)