10A-8A-9.12
Section 10A-8A-9.12 Power of partners and persons dissociated as partners to bind organization
after conversion or merger. (a) An act of a person that immediately before a conversion or
merger became effective was a partner in a converting or constituent partnership binds the
converted or surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act would have bound the converting
or constituent partnership under Section 10A-8A-3.01; and (2) at the time the third
party enters into the transaction, the third party: (A) does not have notice of the conversion
or merger; and (B) reasonably believes that the converted or surviving organization is the
converting or constituent partnership and that the person is a partner in the converting or
constituent partnership. (b) An act of a person that before a conversion or merger became
effective was dissociated as a partner from a converting or constituent partnership...
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10A-9A-10.12
Section 10A-9A-10.12 Power of general partners and persons dissociated as general partners
to bind organization after conversion or merger. (a) An act of a person that immediately before
a conversion or merger became effective was a general partner in a converting or constituent
limited partnership binds the converted or surviving organization after the conversion or
merger becomes effective, if: (1) before the conversion or merger became effective, the act
would have bound the converting or constituent limited partnership under Section 10A-9A-4.02;
and (2) at the time the third party enters into the transaction, the third party: (A) does
not have notice of the conversion or merger; and (B) reasonably believes that the converted
or surviving business is the converting or constituent limited partnership and that the person
is a general partner in the converting or constituent limited partnership. (b) An act of a
person that before a conversion or merger became effective was dissociated...
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5-7A-40
Section 5-7A-40 Authorized; exchange of stock. Any state bank may, with the consent
of the holders of a majority in amount of its stock obtained at a meeting of the shareholders
called therefor, be converted or merged into or consolidate with a national bank, in such
manner as may, at the time of such conversion, merger or consolidation, be prescribed by the
laws of the United States, and the stock of such state bank may be exchanged for stock in
such national bank upon such terms as the consenting shareholders may, at the meeting at which
the conversion, merger or consolidation is authorized, determine or upon such terms as the
holders of a majority of the stock of such state bank may, at any other meeting called for
such purpose, determine. All proceedings relating to such a conversion, merger or consolidation
shall be conducted in accordance with the requirements of Chapter 2A of Title 10, except that
if any provision thereof shall conflict with or be more restrictive than the...
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10A-5A-10.09
Section 10A-5A-10.09 Restrictions on approval of mergers and conversions. (a) If a member
of a converting or constituent limited liability company will have personal liability with
respect to a converted or surviving organization, approval and amendment of a plan of conversion
or plan of merger are ineffective without that member's consent to the plan. (b) A member
does not give the consent required by subsection (a) merely by consenting to a provision of
the limited liability company agreement that permits the limited liability company agreement
to be amended with the consent of fewer than all the members. (Act 2014-144, p. 265, §1.)...

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10A-8A-9.01
Section 10A-8A-9.01 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this article, unless the context otherwise requires, the following terms mean: (1) "Constituent
organization" means an organization that is party to a merger under this article. (2)
"Constituent partnership" means a constituent organization that is a partnership.
(3) "Converted organization" means the organization into which a converting organization
converts pursuant to this article. (4) "Converting organization" means an organization
that converts into another organization pursuant to this article. (5) "Converting partnership"
means a converting organization that is a partnership. (6) "Governing statute" of
an organization means the statute that governs the organization's internal affairs. (7) "Organization"
means a partnership, including a limited liability partnership; limited partnership, including
a limited liability limited partnership; limited liability company; business trust; corporation;...

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10A-8A-9.10
Section 10A-8A-9.10 Restrictions on approval of mergers, conversions and on relinquishing
LLP status. (a) If a partner of a converting or constituent partnership will have personal
liability with respect to a converted or surviving organization, approval and amendment of
a plan of conversion or plan of merger are ineffective without that partner's consent to the
plan. (b) A statement of cancellation of the statement of limited liability partnership filed
in connection with a conversion or merger is ineffective without each partner's written consent
to such amendment. (c) A partner does not give the consent required by subsection (a) or (b)
merely by consenting to a provision of the partnership agreement that permits the partnership
agreement to be amended with the consent of fewer than all the partners. (Act 2018-125, §7.)...

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10A-9A-10.10
Section 10A-9A-10.10 Restrictions on approval of mergers, conversions 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 plan of merger are ineffective without that partner's consent to
the plan. (b) An amendment to a certificate of formation which deletes a statement that the
limited partnership is a limited liability limited partnership is ineffective without each
general partner's written consent to such amendment. (c) A partner does not give the consent
required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement
that permits the partnership agreement to be amended with the consent of fewer than all the
partners. (Act 2016-379, §1.)...
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10A-9A-10.01
Section 10A-9A-10.01 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this article, unless the context otherwise requires, the following terms mean: (1) "CONSTITUENT
LIMITED PARTNERSHIP" means a constituent organization that is a limited partnership.
(2) "CONSTITUENT ORGANIZATION" means an organization that is party to a merger under
this article. (3) "CONVERTED ORGANIZATION" means the organization into which a converting
organization converts pursuant to this article. (4) "CONVERTING LIMITED PARTNERSHIP"
means a converting organization that is a limited partnership. (5) "CONVERTING ORGANIZATION"
means an organization that converts into another organization pursuant to this article. (6)
"GENERAL PARTNER" means a general partner of a limited partnership. (7) "GOVERNING
STATUTE" of an organization means the statute that governs the organization's internal
affairs. (8) "ORGANIZATION" means a general partnership, including a limited liability
partnership; limited partnership,...
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10A-2A-17.03
Section 10A-2A-17.03 Certain amendments and transactions; votes required. (a) Unless
the certificate of incorporation requires a greater vote, in addition to any other approval
of stockholders required under this chapter, the approval of at least two-thirds of the votes
entitled to be cast thereon, and, if any class or series of stock is entitled to vote as a
separate group thereon, the approval of at least two-thirds of the votes entitled to be cast
by that voting group, shall be required for a corporation that is not a benefit corporation
to: (1) amend its certificate of incorporation to include a statement that it is subject to
this article; or (2)(i) merge with or into another entity, or effect a conversion, if, as
a result of the merger or conversion, the stock of any voting group would become, or be converted
into or exchanged for the right to receive, stock of a benefit corporation or stock or interests
in an entity subject to provisions of organic law analogous to those in this...
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27-28-1
Section 27-28-1 Plan for exchange of stock, etc., between domestic stock insurer and
holding company - Authority. A domestic stock insurance company, hereinafter referred to in
this chapter as "domestic company," may cause a corporation to be organized under
the laws of this state or any other state of the United States of America to act as a holding
company, hereinafter referred to in this chapter as "holding company," which may,
or may not, be an insurance corporation, and the domestic company and holding company may
adopt a plan for an exchange of stock or other securities in which stockholders of the domestic
company exchange their stock for shares of stock or other securities issued by the holding
company pursuant to the provisions of Section 27-28-2. Such plan of exchange may provide
for a direct exchange of stock or other securities between the stockholders of the domestic
company and the holding company or may include provision for the merger of a wholly owned
subsidiary of the...
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