Okla. Stat. tit. 54, § 54-500-1110A: Restrictions on approval of conversions and mergers

and on relinquishing LLP Status.

RESTRICTIONS ON APPROVAL OF CONVERSIONS AND MERGERS AND ON

RELINQUISHING LLLP STATUS.

(a) If a partner of a converting or constituent limited

partnership will have personal liability with respect to a converted

or surviving organization, approval and amendment of a plan of

conversion or merger are ineffective without the consent of the

partner, unless:

(1) the limited partnership’s partnership agreement provides

for the approval of the conversion or merger with the consent of

fewer than all the partners; and

(2) the partner has consented to the provision of the

partnership agreement.

(b) An amendment to a certificate of limited partnership which

deletes a statement that the limited partnership is a limited

liability limited partnership is ineffective without the consent of

each general partner unless:

(1) the limited partnership’s partnership agreement provides

for the amendment with the consent of less than all the general

partners; and

(2) each general partner that does not consent to the amendment

has consented to the provision of the partnership agreement.

(c) A partner does not give the consent required by subsection

(a) or (b) of this section merely by consenting to a provision of

the partnership agreement which permits the partnership agreement to

be amended with the consent of fewer than all the partners.