1. A plan ofinterest exchange isnot effective unless ithas been approved according to all of the following: a. By all the members of a domestic acquired limited liabilitycompany entitled to vote on or consent to any matter. b. In a record, by each member of the domestic acquired limited liabilitycompany that willhave interest holder liability for debts, obligations, and other liabilitiesthat are incurred after the interest exchange becomes effective, unless allof the following apply: (1) The operating agreement of the limited liabilitycompany provides in a record for the approval of an interest exchange or a merger in which some or all of its members become subject to interest holder liability by 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. An interest exchange involving a domestic acquired entity that isnot a limited liability company is not effective unless itis approved by the domestic entity in accordance with its organic law. 3. An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation. 4. Except as otherwise provided in itsorganic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.
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