2023 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  Such  notice  of  dissent  may  be  withdrawn by the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the  merger  or consolidation and shall be deemed to be withdrawn if the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.