Oregon Statutes 67.362 – Action on plan of merger
(1) A plan of merger shall be approved by each business entity that is a party to the merger, as follows:
Terms Used In Oregon Statutes 67.362
- Business: includes every trade, occupation, profession and commercial activity. See Oregon Statutes 67.005
- 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 created under ORS § 67. See Oregon Statutes 67.005
- Partnership agreement: means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Oregon Statutes 67.005
(a) In the case of a partnership, by unanimous vote of the partners, or by the number or percentage specified for merger in its partnership agreement; and
(b) In the case of a business entity other than a partnership, as provided by the statutes governing that business entity.
(2) After a merger is authorized, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights:
(a) By the partnership, without further action by the partners, in accordance with the procedure set forth in the plan of merger or the partnership agreement; and
(b) By a party to the merger that is not a partnership, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner permitted by the statutes governing that business entity. [1999 c.362 § 47]