Form L-06 - Articles Of Merger (Cross-Entity Merger) (Page 2 of 3) in pdf

(iii)___ Approval of the plan of merger by some person or persons other than the

members or the board was required pursuant to N.C.G.S. Section 55A-11-03(a)(3), and

such approval was obtained.

c. If the surviving entity is a North Carolina limited liability company:

(i)___The merger was approved in the manner provided by the articles of organization or

a written operating agreement providing for approval of a merger with the type of

business entity contemplated in the plan of merger.

(ii)___The merger was approved by the unanimous consent of the members of the limited

liability company.

d. If the surviving entity is a North Carolina partnership, including a limited liability

partnership, or a North Carolina limited partnership:

(i)___The merger was approved in the manner provided in a written partnership

agreement that is binding on all the partners for approval of a merger with the type of

business entity contemplated in the plan of merger.

(ii)___The merger was approved by the unanimous consent of the partners.

e. _____The surviving entity is a foreign entity, including a corporation, nonprofit

corporation, professional corporation, limited liability company, partnership, limited

liability partnership or limited partnership, and the merger was approved in accordance

with the laws of the state or country governing the organization and internal affairs of the

foreign entity.

6. With respect to the merged entity (check the appropriate response):

a. If the merged entity is a North Carolina corporation or professional corporation:

(i)___ Shareholder approval was not required for the merger.

(ii)___ Shareholder approval was required for the merger, and the plan of merger was

approved by the shareholders as required by Chapter 55 or Chapter 55B, if applicable,

of the North Carolina General Statutes.

b. If the merged entity is a North Carolina nonprofit corporation:

(i)___ Member approval was not required for the merger, and the plan of merger was

approved by a sufficient vote of the board of directors.

(ii)___ Member approval was required for the merger, and the plan of merger was

approved by the members as required by Chapter 55A of the North Carolina General

Statutes.

(iii)___ Approval of the plan of merger by some person or persons other than the

members or the board was required pursuant to N.C.G.S. Section 55A-11-03(a)(3), and

such approval was obtained.

c. If the merged entity is a North Carolina limited liability company:

(i)___The merger was approved in the manner provided by the articles of organization or

a written operating agreement providing for approval of a merger with the type of

business entity contemplated in the plan of merger.

Form L-06 - Articles Of Merger (Cross-Entity Merger) Page 2