347.128. Agreement of merger or consolidation.
Agreement of merger or consolidation.
347.128. Each limited liability company party to a merger orconsolidation as described in subsection 1 of section 347.121 shall enterinto a written agreement of merger or consolidation. The agreement ofmerger or consolidation shall set forth:
(1) The name and state or country of organization of each of thelimited liability companies party to the merger or consolidation and thename of the surviving limited liability company into which each otherlimited liability company proposes to merge or the new limited liabilitycompany into which each of the limited liability companies propose toconsolidate;
(2) The terms and conditions of the merger or consolidation;
(3) The manner and basis of converting the interests in each limitedliability company party to the merger or consolidation into interests ofthe surviving or new limited liability company or of any other person, or,in whole or in part, into cash or other property;
(4) In the case of a merger, such amendments to the organizationaldocuments of the surviving limited liability company, as are desired to beeffected by the merger, or a statement that no such amendments are desired;
(5) In the case of a consolidation, all statements required to be setforth in the articles of organization of the new limited liability company;and
(6) Such other provisions relating to the proposed merger orconsolidation as are deemed necessary or desirable by the parties to themerger or consolidation.
(L. 1997 H.B. 655 merged with S.B. 170)Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)