(A) Unless otherwise provided in writing in the partnership agreement of a constituent domestic partnership, all of the following are entitled to relief as dissenting partners as provided in section 1776.77 of the Revised Code:

Terms Used In Ohio Code 1776.76

  • Constituent: means in a merger or consolidation, the domestic or foreign entity that merges into another entity, the entity into which another entity is merged, or an existing entity consolidated along with another entity into a new entity. See Ohio Code 1776.01
  • Domestic partnership: means a partnership formed under section 1776. See Ohio Code 1776.01
  • Entity: means any of the following:

    (1) A for-profit corporation existing under the laws of this state or any other state;

    (2) Any of the following organizations existing under the laws of this state, the United States, or any other state:

    (a) A business trust or association;

    (b) A real estate investment trust;

    (c) A common law trust;

    (d) An unincorporated business or for-profit organization including a general or limited partnership;

    (e) A limited liability company;

    (f) A nonprofit corporation. See Ohio Code 1776.01

  • in writing: includes any representation of words, letters, symbols, or figures; this provision does not affect any law relating to signatures. See Ohio Code 1.59
  • Partner: means a person admitted to a partnership as a partner. See Ohio Code 1776.01
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Partnership: means an association of two or more persons to carry on as co-owners a business for-profit formed under section 1776. See Ohio Code 1776.01
  • Surviving: means , as applied to an entity, the constituent entity that is specified as the entity into which one or more other constituent entities are to be or have been merged. See Ohio Code 1776.01

(1) Partners of a domestic partnership that is being merged or consolidated into a surviving or new entity, domestic or foreign, pursuant to section 1776.68 or 1776.69 of the Revised Code;

(2) In the case of a merger into a domestic partnership, partners of the surviving domestic partnership who under section 1776.68 of the Revised Code are entitled to vote or act on the adoption of an agreement of merger, but only as to the interests so entitling them to vote or act.

(3) Partners of a domestic partnership that is converting into a converted entity pursuant to section 1776.73 of the Revised Code.

(B) Unless otherwise expressly agreed to in writing, a general partner of any constituent partnership is liable to the partners of the constituent partnership for any amount payable to them pursuant to section 1776.77 of the Revised Code as if the amount payable were an existing liability of the constituent partnership at the time of the merger, consolidation, or conversion.

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