1. A plan of merger is not effective unless it has been approved according to all of the following: a. By a domestic merging limited liability company, by all the members of the company entitled to vote on or consent to any matter. b. In a record, by each member of a domestic merging limited liability company which willhave interest holder liabilityfor debts, obligations, and other liabilitiesthat are incurred after the merger becomes effective, unless all of the following apply: (1) The operating agreement of the limited liabilitycompany provides in a record for the approval of a merger in which some or all of its members become subject to interest holder liabilityby the affirmative vote or consent of fewer than all the members. (2) The member consented in a record to or voted for that provision of the operating agreement or became a member after the adoption of that provision. 2. A merger involving a domestic merging entity that isnot a limited liability company is not effective unless the merger isapproved by that entity in accordance with its organic law. 3. A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
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