50-73.48:2 - Approval of merger by domestic limited partnership - Virginia Statutes

§ 50-73.48:2. Approval of merger by domestic limited partnership.

A. Each domestic limited partnership that is to be a party to a proposedmerger shall approve the proposed merger, unless the partnership agreement ofthat limited partnership provides otherwise, by the unanimous vote of thepartners of the partnership. However, a provision of a limited partnership'spartnership agreement purporting to authorize the limited partnership toapprove a merger by a less than unanimous vote of the partners shall beeffective to permit approval of a merger by a less than unanimous vote onlyif either (i) the partnership agreement included that provision at the timeeach partner who does not vote in favor of the merger became bound by theagreement, or (ii) the provision was added to the partnership agreementthrough an amendment to which each partner who does not vote in favor of themerger specifically consented.

B. A plan of merger may provide for the manner, if any, in which the plan maybe amended at any time before the effective date of the certificate of mergerissued by the Commission for the merger.

C. If an amendment to a plan of merger is made in accordance with subsectionB of this section, and articles of merger already have been filed with theCommission, amended articles of merger shall be filed with the Commissionbefore the effective date of any certificate of merger issued by theCommission for the articles of merger which the amended articles are tosupersede.

D. Unless the domestic limited partnership's partnership agreement or theplan of merger provides otherwise, after the merger has been authorized andat any time before the effective date of the certificate of merger issued bythe Commission for the merger, the merger may be abandoned by the affirmativevote of all general partners of the domestic limited partnership, subject toany contractual rights, without further action by the limited partners, inaccordance with the procedure set forth in the plan or, if none is set forth,in the manner determined by the general partners of each domestic limitedpartnership party to the merger. If articles of merger already have beenfiled with the Commission, written notice of abandonment must be filed withthe Commission before the effective date of the certificate of merger.

(1992, c. 575.)