§ 121-1106. Mergers and consolidations involving other business
entities. One or more domestic limited partnerships formed under this
article or which comply with subdivision (a) of section 121-1202 of this
article may merge with, or consolidate into, one or more other business
entities formed under the law of this state or the law of any other
state, in each case with the surviving or resulting entity being a
limited partnership or a domestic or foreign other business entity;
provided that (i) any limited partnership so merging or consolidating
complies with the provisions of this chapter so far as applicable to it
and as applicable to any surviving or resulting limited partnership and
(ii) any such other business entity so merging or consolidating complies
with the applicable provisions of the statute governing such other
business entity. With respect to adoption of an agreement of merger or
consolidation pursuant to section 121-1102 of this article, the general
partners of each constituent limited partnership shall adopt an
agreement of merger or consolidation (to be submitted to the partners of
the limited partnership as provided in subdivision (a) of section
121-1102) setting forth the terms and conditions of the conversion of
the interests of the general and limited partners of such constituent
limited partnerships into interests in the surviving or resulting entity
or the cash or other consideration to be paid or delivered in exchange
for interests in such constituent limited partnerships, or a combination
thereof. The rights of any dissenting limited partner of any constituent
limited partnership shall be as provided in this chapter whether the
surviving or resulting entity is a limited partnership or a domestic or
foreign other business entity. The certificate of merger or
consolidation required pursuant to section 121-1103 of this article
shall include the information required by paragraphs one, two, three and
six of subdivision (a) of such section (as applicable) as to the
constituent other business entities. The provisions of section 121-1104
of this article shall govern the effect of the merger or consolidation
with respect to the property of, debts, obligations, liabilities and
penalties of, and actions, suits and proceedings by or against, the
constituent limited partnership if the survivor or resultant entity
therefrom is a limited partnership. A certificate of merger or
consolidation shall be filed with the department of state pursuant to
the law applicable to such surviving or resulting entity. If the
surviving or resulting entity is an other business entity for which the
laws of this state do not provide for the filing of a certificate of
merger or consolidation, such certificate shall be filed pursuant to
this section.