§1436.__Merger

1.__Merger requirements.__A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections 1437 through 1439 and a plan of merger if:

A.__The governing statute of each of the other organizations authorizes the merger;

B.__The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and

C.__Each of the other organizations complies with its governing statute in effecting the merger.

2.__Plan of merger.__A plan of merger must be in a record and must include:

A.__The name and form of each constituent organization;

B.__The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;

C.__The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization and other consideration;

D.__If the surviving organization is to be created by the merger, the surviving organization's organizational documents; and

E.__If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents.

§1437.__Action on plan of merger by constituent limited

partnership

1.__Consent.__Subject to section 1440, a plan of merger must be consented to by all the partners of a constituent limited partnership.