2006 New York Code - Procedure For Merger Or Consolidation.

 
    §  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  Such  notice  of  dissent  may  be  withdrawn by the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  the  merger  or consolidation and shall be deemed to be withdrawn if the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.