Oregon Statutes 70.530 – Action on plan of merger
(1) A plan of merger shall be approved by each business entity that is a party to the merger, as follows:
Terms Used In Oregon Statutes 70.530
- Certificate of limited partnership: means the certificate referred to in ORS § 70. See Oregon Statutes 70.005
- Foreign limited partnership: means a partnership formed under laws other than the laws of this state and having as partners one or more general partners and one or more limited partners. See Oregon Statutes 70.005
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
(a) In the case of a limited partnership, by all the partners, unless a lesser vote is provided for in the certificate of limited partnership or, in the case of a foreign limited partnership, by the law of the jurisdiction in which the limited partnership is formed.
(b) In the case of a business entity other than a limited partnership, as provided by the statutes governing that business entity.
(2) After a merger is authorized, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights:
(a) By the limited partnership, without further action by the limited partners, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the general partners.
(b) By a party to the merger that is not a limited partnership, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner permitted by the statutes governing that business entity. [1999 c.362 § 62]