(1) A plan of conversion is not effective unless it has been approved: (a) by a domestic converting partnership by all the partners of the partnership entitled to vote on or consent to any matter; and (b) in a record, by each partner of a domestic converting partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the conversion becomes effective: (i) the partnership agreement provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and (ii) the partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.
(a) by a domestic converting partnership by all the partners of the partnership entitled to vote on or consent to any matter; and
(b) in a record, by each partner of a domestic converting partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the conversion becomes effective: (i) the partnership agreement provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and (ii) the partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.
(i) the partnership agreement provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and
(ii) the partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.
(2) A conversion involving a domestic converting entity that is not a partnership, including a subject entity, is not effective unless it is approved by the domestic converting entity in accordance with its organic law.
(3) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
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