§ 121-1102. Procedure for merger or consolidation. (a) The general\npartners of each constituent limited partnership shall adopt an\nagreement of merger or consolidation, setting forth the partnership\nagreement of the surviving or consolidated limited partnership and the\nterms and conditions of the conversion of the interests of general and\nlimited partners of the constituent limited partnerships into general\nand limited partnership interests in the surviving or resulting limited\npartnership or the cash or other consideration to be paid or delivered\nin exchange for interests in a constituent limited partnership, or a\ncombination thereof. The agreement shall be submitted to the partners of\neach constituent limited partnership at a regular or special meeting\ncalled on twenty days notice or such greater notice as the partnership\nagreement may provide. Subject to any requirement in the partnership\nagreement requiring approval by any greater or lesser, which shall not\nbe less than a majority in interest, percentage of limited partners, the\nagreement shall be approved on behalf of each constituent limited\npartnership (i) by such vote of general partners as shall be required by\nthe partnership agreement, or, if no provision is made, by all general\npartners, and (ii) by limited partners representing a majority in\ninterest of each class of limited partners. Notwithstanding\nauthorization by the partners, the plan of merger or consolidation may\nbe abandoned pursuant to a provision for such abandonment, if any,\ncontained in the plan of merger or consolidation.\n (b) Any limited partner of a limited partnership which is a party to a\nproposed merger or consolidation may, prior to that time of the meeting\nat which such merger or consolidation is to be voted on, file with the\nlimited partnership written notice of dissent from the proposed merger\nor consolidation. Such notice of dissent may be withdrawn by the\ndissenting limited partner at any time prior to the effective date of\nthe merger or consolidation and shall be deemed to be withdrawn if the\nlimited partner casts a vote in favor of the proposed merger or\nconsolidation.\n (c) Upon the effectiveness of the merger or consolidation the\ndissenting limited partner of any constituent limited partnership shall\nnot become or continue to be a limited partner of the surviving or\nresulting limited partnership, but shall be entitled to receive in cash\nfrom the surviving or resulting limited partnership the fair value of\nhis interest in the limited partnership as of the close of business of\nthe day prior to the effective date of the merger or consolidation in\naccordance with section 121-604 of this article, but without taking\naccount of the effect of the merger or consolidation.\n (d) A limited partner of a constituent limited partnership who has a\nright under this article to demand payment for his partnership interest\nshall not have any right at law or in equity under this article to\nattack the validity of the merger or consolidation, or to have the\nmerger or consolidation set aside or rescinded, except in an action or\ncontest with respect to compliance with the provisions of the\npartnership agreement or subdivision (a) of this section.\n (e) A limited partnership whose original certificate of limited\npartnership was filed with the secretary of state and effective prior to\nthe effective date of this subdivision shall continue to be governed by\nthis section as in effect on such date and shall not be governed by this\nsection, unless otherwise provided in the partnership agreement.\n
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