Okla. Stat. tit. 54, § 54-1-905: Merger of Partnerships

Merger of Partnerships. (a) Pursuant to a plan of merger

approved as provided in subsection (c) of this section, a

partnership may be merged with one or more partnerships or limited

partnerships.

(b) The plan of merger must set forth:

(1) the name of each partnership or limited partnership that is

a party to the merger;

(2) the name of the surviving entity into which the other

partnerships or limited partnerships will merge;

(3) whether the surviving entity is a partnership or a limited

partnership and the status of each partner;

(4) the terms and conditions of the merger;

(5) the manner and basis of converting the interests of each

party to the merger into interests or obligations of the surviving

entity, or into money or other property in whole or part; and

(6) the street address of the surviving entity's chief

executive office.

(c) The plan of merger must be approved:

(1) in the case of a partnership that is a party to the merger,

by all of the partners, or a number or percentage specified for

merger in the partnership agreement; and

(2) in the case of a limited partnership that is a party to the

merger, by the vote required for approval of a merger by the law of

the state or foreign jurisdiction in which the limited partnership

is organized and, in the absence of such a specifically applicable

law, by all of the partners, notwithstanding a provision to the

contrary in the partnership agreement.

(d) After a plan of merger is approved and before the merger

takes effect, the plan may be amended or abandoned as provided in

the plan.

(e) The merger takes effect on the later of:

(1) the approval of the plan of merger by all parties to the

merger, as provided in subsection (c) of this section;

(2) the filing of all documents required by law to be filed as

a condition to the effectiveness of the merger; or

(3) any effective date specified in the plan of merger.