                                 CODE OF VIRGINIA

APPROVAL OF MERGER BY DOMESTIC LIMITED PARTNERSHIP (§ 50-73.48:2)

A. Each domestic limited partnership that is to be a party to a proposed merger
shall approve the proposed merger, unless the partnership agreement of that
limited partnership provides otherwise, by the unanimous vote of the partners of
the partnership. However, a provision of a limited partnership&#8217;s
partnership agreement purporting to authorize the limited partnership to approve
a merger by a less than unanimous vote of the partners shall be effective to
permit approval of a merger by a less than unanimous vote only if either (i) the
partnership agreement included that provision at the time each partner who does
not vote in favor of the merger became bound by the agreement, or (ii) the
provision was added to the partnership agreement through an amendment to which
each partner who does not vote in favor of the merger specifically consented.

B. A plan of merger may provide for the manner, if any, in which the plan may be
amended at any time before the effective date of the certificate of merger
issued by the Commission for the merger.

C. If an amendment to a plan of merger is made in accordance with subsection B
of this section, and articles of merger already have been filed with the
Commission, amended articles of merger shall be filed with the Commission before
the effective date of any certificate of merger issued by the Commission for the
articles of merger which the amended articles are to supersede.

D. Unless the domestic limited partnership&#8217;s partnership agreement or the
plan of merger provides otherwise, after the merger has been authorized and at
any time before the effective date of the certificate of merger issued by the
Commission for the merger, the merger may be abandoned by the affirmative vote
of all general partners of the domestic limited partnership, subject to any
contractual rights, without further action by the limited partners, in
accordance with the procedure set forth in the plan or, if none is set forth, in
the manner determined by the general partners of each domestic limited
partnership party to the merger. If articles of merger already have been filed
with the Commission, written notice of abandonment must be filed with the
Commission before the effective date of the certificate of merger.

HISTORY: 1992, c. 575.