Nebraska Statutes 21-29,122. Merger or consolidation
(1) Any one or more limited cooperative associations may merge or consolidate with or into any one or more limited cooperative associations, limited liability companies, general partnerships, limited partnerships, cooperatives, or corporations, and any one or more limited liability companies, general partnerships, limited partnerships, cooperatives, or corporations may merge or consolidate with or into any one or more limited cooperative associations.
Terms Used In Nebraska Statutes 21-29,122
- Constituent limited cooperative association: means a limited cooperative association that is a party to a merger or consolidation. See Nebraska Statutes 21-29,117
- Constituent organization: means an organization, other than a limited cooperative association, that is a party to a merger or consolidation. See Nebraska Statutes 21-29,117
- Organization: means a limited cooperative association, limited cooperative association governed by a law other than the Nebraska Limited Cooperative Association Act, a general partnership, a limited liability partnership, a limited partnership, a limited liability company, a business trust, a corporation, a cooperative, or any other person having a governing statute. See Nebraska Statutes 21-29,117
- Personal liability: means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:
(a) By the organization's governing statute solely by reason of co-owning, having an interest in, or being a member of the organization. See Nebraska Statutes 21-29,117
- Surviving organization: means an organization into which one or more other organizations are merged or consolidated. See Nebraska Statutes 21-29,117
(2) A plan of merger or consolidation shall be in a record and shall include:
(a) The name and form of each constituent organization;
(b) The name and form of the surviving organization and, if the surviving organization is to be created by the merger or consolidation, a statement to that effect;
(c) The terms and conditions of the merger or consolidation, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
(d) If the surviving organization is to be created by the merger or consolidation, the surviving organization’s organizational documents;
(e) If the surviving organization is not to be created by the merger or consolidation, any amendments to be made by the merger or consolidation to the surviving organization’s organizational documents; and
(f) If a member of a constituent limited cooperative association will have personal liability with respect to a surviving organization, the identity by descriptive class or other reasonable manner of the member.