Section 304-C:20 Agreement of Merger.
I. Each business entity that is a party to the merger shall enter into a written agreement of merger, which shall be approved in accordance with RSA 304-C:19.
II. The agreement of merger shall set forth:
(a) The name of each business entity that is a party to the merger and the name of the surviving business entity into which each other business entity merges;
(b) The terms and conditions of the merger;
(c) The manner and basis of converting the interests in each limited liability company and the shares of stock or other interests in each corporation, general partnership or limited partnership that is a party to the merger into interests, shares, or other securities or obligations, as the case may be, of the surviving business entity, or of any other business entity, or, in whole or in part, into cash or other property;
(d) Such amendments to the certificate of formation of a limited liability company, or articles of incorporation of a corporation, or certificate of limited partnership of a limited partnership or the partnership agreement of a general partnership or a limited partnership, as the case may be, of the surviving business entity that are to be effected by the merger, or that no such changes are to be effected; and
(e) Such other provisions relating to the merger as are deemed necessary or desirable.
III. An agreement of merger approved in accordance with RSA 304-C:19 may effect any amendment to a limited liability company agreement for a limited liability company if it is the surviving limited liability company in the merger. An approved agreement of merger may also provide that the limited liability company agreement of any constituent limited liability company to the merger (including a limited liability company formed for the purpose of consummating a merger) shall be the limited liability company agreement of the surviving limited liability company. Any amendment to a limited liability company agreement or adoption of a new limited liability company agreement made pursuant to this paragraph shall be effective at the effective time or date of the merger. The provisions of this paragraph shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in a limited liability company agreement or other agreement or as otherwise permitted by law.
Source. 1993, 313:1, eff. July 1, 1993.