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This entry was published on 2014-09-22
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SECTION 1002
Procedures for merger or consolidation
Limited Liability Company Law (LLC) CHAPTER 34, ARTICLE 10
§ 1002. Procedures for merger or consolidation. (a) In connection with
a merger or consolidation under this chapter, rights or securities of,
or interests in, a limited liability company or other business entity
that is a constituent party to the merger or consolidation may be
exchanged for or converted into cash, property, rights or securities of,
or interests in, the surviving or resulting limited liability company or
other business entity or, in addition to or in lieu thereof, may be
exchanged for or converted into cash, property, rights or securities of,
or interests in, a limited liability company or other business entity
that is not the surviving or resulting limited liability company or
other business entity in the merger or consolidation.

(b) The members of each domestic limited liability company or other
business entity shall adopt (with respect to a domestic limited
liability company, in the manner provided in subdivision (c) of this
section) an agreement of merger or consolidation, setting forth the
terms and conditions of the conversion of the membership interests of
the members of the domestic limited liability company into interests in
the surviving or resulting limited liability company or other business
entity or the cash or other consideration to be paid or delivered in
exchange for membership interests in each domestic limited liability
company, or a combination thereof.

(c) The agreement of merger or consolidation shall be submitted to the
members of each domestic limited liability company who are entitled to
vote with respect to a merger or consolidation at a meeting called on
twenty days' notice or such greater notice as the operating agreement
may provide. Subject to any requirement in the operating agreement
requiring approval by any greater or lesser percentage in interest of
the members who are entitled to vote with respect to a merger or
consolidation, which shall not be less than a majority in interest of
those members who are so entitled to vote, the agreement shall be
approved on behalf of each domestic limited liability company (i) by
such voting interests of the members as shall be required by the
operating agreement, or (ii) if no provision is made, by the members
representing at least a majority in interest of the members.

(d) Notwithstanding authorization by the members, the agreement of
merger or consolidation may be terminated or amended pursuant to a
provision for such termination or amendment, if any, contained in the
agreement of merger or consolidation.

(e) Any member that is a party to a proposed merger or consolidation
who is entitled to vote with respect to such 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 domestic
limited liability company written notice of dissent from the proposed
merger or consolidation. Such notice of dissent may be withdrawn by the
dissenting member at any time prior to the effective date of the merger
or consolidation and shall be deemed to be withdrawn if the member casts
a vote in favor of the proposed merger or consolidation.

(f) Upon the effectiveness of the merger or consolidation, the
dissenting member (referred to in subdivision (e) of this section) of
any domestic limited liability company shall not become or continue to
be a member of or hold an interest in the surviving or resulting limited
liability company or other business entity but shall be entitled to
receive in cash from the surviving or resulting domestic limited
liability company or other business entity the fair value of his or her
membership interest in the domestic limited liability company as of the
close of business of the day prior to the effective date of the merger
or consolidation in accordance with section five hundred nine of this
chapter but without taking account of the effect of the merger or
consolidation.

(g) A member of a domestic limited liability company who has a right
under this chapter to demand payment for his or her membership interest
shall not have any right at law or in equity under this chapter 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 operating
agreement or subdivision (c) of this section.

(h) A limited liability company whose original articles of
organization were 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 operating agreement.