LD 1609
pg. 128
Page 127 of 146 PUBLIC Law Chapter 543 Page 129 of 146
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LR 1469
Item 1

 
2.__Amend plan or abandon planned merger.__Subject to section
1440 and any contractual rights, after a merger is approved, and
at any time before a filing is made under section 1438, a
constituent limited partnership may amend the plan or abandon the
planned merger:

 
A.__As provided in the plan; and

 
B.__Except as prohibited by the plan, with the same consent
as was required to approve the plan.

 
§1438.__Filings required for merger; effective date

 
1.__Articles of merger; signed.__After each constituent
organization has approved a merger, articles of merger must be
signed on behalf of:

 
A.__Each preexisting constituent limited partnership, by
each general partner listed in the certificate of limited
partnership; and

 
B.__Each other preexisting constituent organization, by an
authorized representative.

 
2.__Articles of merger; contents.__The articles of merger must
include:

 
A.__The name and form of each constituent organization and
the jurisdiction of its governing statute;

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

 
C.__The date the merger is effective under the governing
statute of the surviving organization;

 
D.__If the surviving organization is to be created by the
merger:

 
(1)__If the surviving organization will be a limited
partnership, the limited partnership's certificate of
limited partnership; or

 
(2)__If the surviving organization will be an
organization other than a limited partnership, the
organizational document that creates the organization;


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