§ 121-1102. Procedure for merger or consolidation. (a) The general
partners of each constituent limited partnership shall adopt an
agreement of merger or consolidation, setting forth the partnership
agreement of the surviving or consolidated limited partnership and the
terms and conditions of the conversion of the interests of general and
limited partners of the constituent limited partnerships into general
and limited partnership interests in the surviving or resulting limited
partnership or the cash or other consideration to be paid or delivered
in exchange for interests in a constituent limited partnership, or a
combination thereof. The agreement shall be submitted to the partners of
each constituent limited partnership at a regular or special meeting
called on twenty days notice or such greater notice as the partnership
agreement may provide. Subject to any requirement in the partnership
agreement requiring approval by any greater or lesser, which shall not
be less than a majority in interest, percentage of limited partners, the
agreement shall be approved on behalf of each constituent limited
partnership (i) by such vote of general partners as shall be required by
the partnership agreement, or, if no provision is made, by all general
partners, and (ii) by limited partners representing a majority in
interest of each class of limited partners. Notwithstanding
authorization by the partners, the plan of merger or consolidation may
be abandoned pursuant to a provision for such abandonment, if any,
contained in the plan of merger or consolidation.

(b) Any limited partner of a limited partnership which is a party to a
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
limited partnership written notice of dissent from the proposed merger
or consolidation. Such notice of dissent may be withdrawn by the
dissenting limited partner at any time prior to the effective date of
the merger or consolidation and shall be deemed to be withdrawn if the
limited partner casts a vote in favor of the proposed merger or
consolidation.

(c) Upon the effectiveness of the merger or consolidation the
dissenting limited partner of any constituent limited partnership shall
not become or continue to be a limited partner of the surviving or
resulting limited partnership, but shall be entitled to receive in cash
from the surviving or resulting limited partnership the fair value of
his interest in the limited partnership as of the close of business of
the day prior to the effective date of the merger or consolidation in
accordance with section 121-604 of this article, but without taking
account of the effect of the merger or consolidation.

(d) A limited partner of a constituent limited partnership who has a
right under this article to demand payment for his partnership interest
shall not have any right at law or in equity under this article 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
partnership agreement or subdivision (a) of this section.

(e) A limited partnership whose original certificate of limited
partnership was 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 partnership agreement.