2023 New York Laws › LLC - Limited Liability Company Law › Article 10 - Mergers › 1002 - Procedures for Merger or Consolidation.

§ 1002. Procedures for merger or consolidation. (a) In connection with
a  merger  or consolidation under this chapter, rights or securities of,
or interests in, a limited liability company or  other  business  entity
that  is  a  constituent  party  to  the  merger or consolidation may be
exchanged for or converted into cash, property, rights or securities of,
or interests in, the surviving or resulting limited liability company or
other business entity or, in addition to or  in  lieu  thereof,  may  be
exchanged for or converted into cash, property, rights or securities of,
or  interests  in,  a limited liability company or other business entity
that is not the surviving or  resulting  limited  liability  company  or
other business entity in the merger or consolidation.
(b)  The  members  of each domestic limited liability company or other
business  entity  shall  adopt  (with  respect  to  a  domestic  limited
liability  company,  in  the  manner provided in subdivision (c) of this
section) an agreement of merger  or  consolidation,  setting  forth  the
terms  and  conditions  of the conversion of the membership interests of
the members of the domestic limited liability company into interests  in
the  surviving  or resulting limited liability company or other business
entity or the cash or other consideration to be  paid  or  delivered  in
exchange  for  membership  interests  in each domestic limited liability
company, or a combination thereof.
(c) The agreement of merger or consolidation shall be submitted to the
members of each domestic limited liability company who are  entitled  to
vote  with  respect  to a merger or consolidation at a meeting called on
twenty days' notice or such greater notice as  the  operating  agreement
may  provide.  Subject  to  any  requirement  in the operating agreement
requiring approval by any greater or lesser percentage  in  interest  of
the  members  who  are  entitled  to  vote  with  respect to a merger or
consolidation, which shall not be less than a majority  in  interest  of
those  members  who  are  so  entitled  to  vote, the agreement shall be
approved on behalf of each domestic limited  liability  company  (i)  by
such  voting  interests  of  the  members  as  shall  be required by the
operating agreement, or (ii) if no provision is  made,  by  the  members
representing at least a majority in interest of the members.
(d)  Notwithstanding  authorization  by  the members, the agreement of
merger or consolidation may be  terminated  or  amended  pursuant  to  a
provision  for  such  termination or amendment, if any, contained in the
agreement of merger or consolidation.
(e) Any member that is a party to a proposed merger  or  consolidation
who  is  entitled  to  vote  with  respect  to  such  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 domestic
limited liability company written notice of dissent  from  the  proposed
merger  or consolidation. Such notice of dissent may be withdrawn by the
dissenting member at any time prior to the effective date of the  merger
or consolidation and shall be deemed to be withdrawn if the member casts
a vote in favor of the proposed merger or consolidation.
(f)  Upon  the  effectiveness  of  the  merger  or  consolidation, the
dissenting member (referred to in subdivision (e) of  this  section)  of
any  domestic  limited liability company shall not become or continue to
be a member of or hold an interest in the surviving or resulting limited
liability company or other business entity  but  shall  be  entitled  to
receive  in  cash  from  the  surviving  or  resulting  domestic limited
liability company or other business entity the fair value of his or  her
membership  interest in the domestic limited liability company as of the
close of business of the day prior to the effective date of  the  merger
or  consolidation  in  accordance with section five hundred nine of this

chapter but without taking account  of  the  effect  of  the  merger  or
consolidation.
(g)  A  member of a domestic limited liability company who has a right
under this chapter to demand payment for his or her membership  interest
shall  not  have  any  right  at  law or in equity under this chapter 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  operating
agreement or subdivision (c) of this section.
(h)  A  limited  liability  company   whose   original   articles   of
organization  were 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 operating agreement.