§ 7-16-61 - Approval of merger or consolidation.
SECTION 7-16-61
§ 7-16-61 Approval of merger orconsolidation. – (a) A proposed plan of merger or consolidation complying with the requirementsof § 7-16-60 shall be approved by the domestic constituent entities in themanner provided by this section:
(1) A limited liability company party to a proposed merger orconsolidation shall have the plan of merger or consolidation authorized andapproved in the manner and by the vote required by § 7-16-21.
(2) A domestic corporation party to a proposed merger orconsolidation shall have the plan of merger or consolidation authorized andapproved in the manner and by the vote required by the laws of this state formergers of corporations with other corporations;
(3) A domestic limited partnership party to a proposed mergeror consolidation shall have the plan of merger or consolidation, unlessotherwise provided in the limited partnership agreement, authorized andapproved in the manner and by the vote required by the laws of this state formergers or consolidations of a domestic limited partnership with other limitedpartnerships or other business entities.
(b) After a merger or consolidation is authorized, unless theplan of merger or consolidation provides otherwise, and at any time beforearticles of merger or consolidation are filed under § 7-16-62, the plan ofmerger or consolidation may be abandoned, subject to any contractual rights, inaccordance with the procedure set forth in the plan of merger or consolidationor, if none is set forth, as follows:
(1) By the unanimous consent of the members of each limitedliability company that is a constituent entity, unless the operating agreementof the limited liability company provides otherwise;
(2) By the vote of the board of directors of any corporationthat is a constituent entity;
(3) By the approval of all general partners and all limitedpartners of any limited partnership that is a constituent entity unless thelimited partnership agreement provides otherwise.