N.Y. Partnership Law § 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 Such notice of dissent may be withdrawn by the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the merger or consolidation and shall be deemed to be withdrawn if the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.