2010 New York Code
LLC - Limited Liability Company Law
Article 10 - (1001 - 1007) MERGERS
1002 - Procedures for merger or consolidation.

§ 1002. Procedures for merger or consolidation. (a) In connection with
  a  merger  or consolidation under this chapter, rights or securities of,
  or interests in, a limited liability company or  other  business  entity
  that  is  a  constituent  party  to  the  merger or consolidation may be
  exchanged for or converted into cash, property, rights or securities of,
  or interests in, the surviving or resulting limited liability company or
  other business entity or, in addition to or  in  lieu  thereof,  may  be
  exchanged for or converted into cash, property, rights or securities of,
  or  interests  in,  a limited liability company or other business entity
  that is not the surviving or  resulting  limited  liability  company  or
  other business entity in the merger or consolidation.
    (b)  The  members  of each domestic limited liability company or other
  business  entity  shall  adopt  (with  respect  to  a  domestic  limited
  liability  company,  in  the  manner provided in subdivision (c) of this
  section) an agreement of merger  or  consolidation,  setting  forth  the
  terms  and  conditions  of the conversion of the membership interests of
  the members of the domestic limited liability company into interests  in
  the  surviving  or resulting limited liability company or other business
  entity or the cash or other consideration to be  paid  or  delivered  in
  exchange  for  membership  interests  in each domestic limited liability
  company, or a combination thereof.
    (c) The agreement of merger or consolidation shall be submitted to the
  members of each domestic limited liability company who are  entitled  to
  vote  with  respect  to a merger or consolidation at a meeting called on
  twenty days' notice or such greater notice as  the  operating  agreement
  may  provide.  Subject  to  any  requirement  in the operating agreement
  requiring approval by any greater or lesser percentage  in  interest  of
  the  members  who  are  entitled  to  vote  with  respect to a merger or
  consolidation, which shall not be less than a majority  in  interest  of
  those  members  who  are  so  entitled  to  vote, the agreement shall be
  approved on behalf of each domestic limited  liability  company  (i)  by
  such  voting  interests  of  the  members  as  shall  be required by the
  operating agreement, or (ii) if no provision is  made,  by  the  members
  representing at least a majority in interest of the members.
    (d)  Notwithstanding  authorization  by  the members, the agreement of
  merger or consolidation may be  terminated  or  amended  pursuant  to  a
  provision  for  such  termination or amendment, if any, contained in the
  agreement of merger or consolidation.
    (e) Any member that is a party to a proposed merger  or  consolidation
  who  is  entitled  to  vote  with  respect  to  such  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 domestic
  limited liability company written notice of dissent  from  the  proposed
  merger  or consolidation. Such notice of dissent may be withdrawn by the
  dissenting member at any time prior to the effective date of the  merger
  or consolidation and shall be deemed to be withdrawn if the member casts
  a vote in favor of the proposed merger or consolidation.
    (f)  Upon  the  effectiveness  of  the  merger  or  consolidation, the
  dissenting member (referred to in subdivision (e) of  this  section)  of
  any  domestic  limited liability company shall not become or continue to
  be a member of or hold an interest in the surviving or resulting limited
  liability company or other business entity  but  shall  be  entitled  to
  receive  in  cash  from  the  surviving  or  resulting  domestic limited
  liability company or other business entity the fair value of his or  her
  membership  interest in the domestic limited liability company as of the
  close of business of the day prior to the effective date of  the  merger
  or  consolidation  in  accordance with section five hundred nine of this

chapter but without taking account  of  the  effect  of  the  merger  or
  consolidation.
    (g)  A  member of a domestic limited liability company who has a right
  under this chapter to demand payment for his or her membership  interest
  shall  not  have  any  right  at  law or in equity under this chapter 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  operating
  agreement or subdivision (c) of this section.
    (h)  A  limited  liability  company   whose   original   articles   of
  organization  were 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 operating agreement.