10A-9A-10.03
Section 10A-9A-10.03 Action on plan of conversion by converting limited partnership. (a) Subject
to Section 10A-9A-10.10, a plan of conversion must be consented to by all the partners of
a converting limited partnership. (b) Subject to Section 10A-9A-10.10 and any contractual
rights, after a conversion is approved, and at any time before a filing is made under Section
10A-9A-10.04, a converting limited partnership may amend the plan or abandon the planned conversion:
(1) as provided in the plan; and (2) except as prohibited by the plan, by the same consent
as was required to approve the plan. (Act 2016-379, §1.)...
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10A-8A-9.03
Section 10A-8A-9.03 Action on plan of conversion by converting partnership. (a) Subject to
Section 10A-8A-9.10, a plan of conversion must be consented to by all the partners of a converting
partnership. (b) Subject to Section 10A-8A-9.10 and any contractual rights, after a conversion
is approved, and at any time before a filing is made under Section 10A-8A-9.04, a converting
partnership may amend the plan or abandon the planned conversion: (1) as provided in the plan;
and (2) except as prohibited by the plan, by the same consent as was required to approve the
plan. (Act 2018-125, §7.)...
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10A-9A-10.07
Section 10A-9A-10.07 Action on plan of merger by constituent limited partnership. (a) Subject
to Section 10A-9A-10.10, a plan of merger must be consented to by all the partners of a constituent
limited partnership. (b) Subject to Section 10A-9A-10.10 and any contractual rights, after
a merger is approved, and at any time before a filing is made under Section 10A-9A-10.08,
a constituent limited partnership may amend the plan or abandon the merger: (1) as provided
in the plan; and (2) except as prohibited by the plan, with the same consent as was required
to approve the plan. (Act 2016-379, §1.)...
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10A-5A-10.02
Section 10A-5A-10.02 Action on plan of conversion by converting limited liability company.
(a) Subject to Section 10A-5A-10.09, a plan of conversion must be consented to by all the
members of a converting limited liability company. (b) Subject to Section 10A-5A-10.09 and
any contractual rights, after a conversion is approved, and at any time before a filing is
made under Section 10A-5A-10.03, a converting limited liability company may amend the plan
or abandon the planned conversion: (1) as provided in the plan; and (2) except as prohibited
by the plan, by the same consent as was required to approve the plan. (Act 2014-144, p. 265,
§1.)...
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8-20-4
Section 8-20-4 Unfair and deceptive trade practices. Notwithstanding the terms, provisions,
or conditions of any dealer agreement or franchise or the terms or provisions of any waiver,
prior to the termination, cancellation, or nonrenewal of any dealer agreement or franchise,
the following acts or conduct shall constitute unfair and deceptive trade practices: (1) For
any manufacturer, factory branch, factory representative, distributor, or wholesaler, distributor
branch, or distributor representative to coerce or attempt to coerce any motor vehicle dealer
to do any of the following: a. To accept, buy, or order any motor vehicle or vehicles, appliances,
equipment, parts, or accessories therefor, or any other commodity or commodities or service
or services which such motor vehicle dealer has not voluntarily ordered or requested except
items required by applicable local, state, or federal law; or to require a motor vehicle dealer
to accept, buy, order, or purchase such items in order to...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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10A-8A-9.07
Section 10A-8A-9.07 Action on plan of merger by constituent partnership. (a) Subject to Section
10A-8A-9.10, a plan of merger must be consented to by all the partners of a constituent partnership.
(b) Subject to Section 10A-8A-9.10 and any contractual rights, after a merger is approved,
and at any time before a filing is made under Section 10A-8A-9.08, a constituent partnership
may amend the plan or abandon the merger: (1) as provided in the plan; and (2) except as prohibited
by the plan, with the same consent as was required to approve the plan. (Act 2018-125, §7.)...

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10A-5A-10.06
Section 10A-5A-10.06 Action on plan of merger by constituent limited liability company. (a)
Subject to Section 10A-5A-10.09, a plan of merger must be consented to by all the members
of a constituent limited liability company. (b) Subject to Section 10A-5A-10.09 and any contractual
rights, after a merger is approved, and at any time before a filing is made under Section
10A-5A-10.07, a constituent limited liability company may amend the plan or abandon the merger:
(1) as provided in the plan; and (2) except as prohibited by the plan, with the same consent
as was required to approve the plan. (Act 2014-144, p. 265, §1.)...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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10A-8A-1.08
Section 10A-8A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except as
otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations
among the partners as partners and between the partners and the partnership; and (2) to the
extent the partnership agreement does not otherwise provide for a matter described in subsection
(a)(1), this chapter governs the matter. (b)(1) To the extent that, at law or in equity, a
partner or other person has duties, including fiduciary duties, to a partnership or to another
partner or to another person that is a party to or is otherwise bound by a partnership agreement,
the partner's or other person's duties may be expanded or restricted or eliminated by provisions
in a written partnership agreement, but the implied contractual covenant of good faith and
fair dealing may not be eliminated. (2) A written partnership agreement may provide for the
limitation or elimination of any and all liabilities for...
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