NY Pship L § 121-1102 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-1102 - Procedure for Merger or Consolidation.

§  121-1102.  Procedure  for merger or consolidation.  (a) The general partners  of  each  constituent  limited  partnership  shall  adopt   an agreement  of  merger  or  consolidation,  setting forth the partnership agreement of the surviving or consolidated limited partnership  and  the terms  and  conditions of the conversion of the interests of general and limited partners of the constituent limited  partnerships  into  general and  limited partnership interests in the surviving or resulting limited partnership or the cash or other consideration to be paid  or  delivered in  exchange  for  interests  in a constituent limited partnership, or a combination thereof. The agreement shall be submitted to the partners of each constituent limited partnership at a  regular  or  special  meeting called  on  twenty days notice or such greater notice as the partnership agreement may provide. Subject to any  requirement  in  the  partnership agreement  requiring  approval by any greater or lesser, which shall not be less than a majority in interest, percentage of limited partners, the agreement shall be  approved  on  behalf  of  each  constituent  limited partnership (i) by such vote of general partners as shall be required by the  partnership  agreement, or, if no provision is made, by all general partners, and (ii)  by  limited  partners  representing  a  majority  in interest   of   each   class   of   limited   partners.  Notwithstanding authorization by the partners, the plan of merger or  consolidation  may be  abandoned  pursuant  to  a  provision  for such abandonment, if any, contained in the plan of merger or consolidation.  (b) Any limited partner of a limited partnership which is a party to a proposed merger or consolidation may, prior to that time of the  meeting at  which  such merger or consolidation is to be voted on, file with the limited partnership written notice of dissent from the  proposed  merger or  consolidation.  Such  notice  of  dissent  may  be  withdrawn by the dissenting limited partner at any time prior to the  effective  date  of the  merger  or consolidation and shall be deemed to be withdrawn if the limited partner casts  a  vote  in  favor  of  the  proposed  merger  or consolidation.  (c)  Upon  the  effectiveness  of  the  merger  or  consolidation  the dissenting limited partner of any constituent limited partnership  shall not  become  or  continue  to  be  a limited partner of the surviving or resulting limited partnership, but shall be entitled to receive in  cash from  the  surviving  or resulting limited partnership the fair value of his interest in the limited partnership as of the close of  business  of the  day  prior  to the effective date of the merger or consolidation in accordance with section 121-604 of  this  article,  but  without  taking account of the effect of the merger or consolidation.  (d)  A  limited partner of a constituent limited partnership who has a right under this article to demand payment for his partnership  interest shall  not  have  any  right  at  law or in equity under this article to attack the validity of the merger  or  consolidation,  or  to  have  the merger  or  consolidation set aside or rescinded, except in an action or contest  with  respect  to  compliance  with  the  provisions   of   the partnership agreement or subdivision (a) of this section.  (e)  A  limited  partnership  whose  original  certificate  of limited partnership was filed with the secretary of state and effective prior to the effective date of this subdivision shall continue to be governed  by this section as in effect on such date and shall not be governed by this section, unless otherwise provided in the partnership agreement.