620.2111 – Liability of general partner after conversion or merger.
620.2111 Liability of general partner after conversion or merger.— (1) A conversion or merger under this act does not discharge any liability under ss. 620.1404 and 620.1607 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but: (a) The provisions of this act pertaining to […]
620.2202 – Severability clause.
620.2202 Severability clause.—If any provision of this act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this act which can be given effect without the invalid provision or application, and to this end the provisions of this act are severable. History.—s. 17, ch. […]
620.2112 – Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
620.2112 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.— (1) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, […]
620.2113 – Appraisal rights; definitions.
620.2113 Appraisal rights; definitions.—The following definitions apply to this section and ss. 620.2114-620.2124: (1) “Affiliate” means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person. For purposes of s. 620.2114(2)(d), a person is deemed to be an affiliate of its senior executives. (2) “Appraisal […]
620.2114 – Right of limited partners to appraisal.
620.2114 Right of limited partners to appraisal.— (1) A limited partner of a limited partnership governed by this act is entitled to appraisal rights, and to obtain payment of the fair value of that limited partner’s limited partner interest, in the following events: (a) Consummation of a merger of such limited partnership pursuant to this act and the […]
620.2115 – Assertion of rights by nominees and beneficial owners.
620.2115 Assertion of rights by nominees and beneficial owners.— (1) A record limited partner may assert appraisal rights as to fewer than all the limited partner interests registered in the record limited partner’s name that are owned by a beneficial limited partner only if the record limited partner objects with respect to all limited partner interests of […]
620.2116 – Notice of appraisal rights.
620.2116 Notice of appraisal rights.— (1) If a proposed appraisal event is to be submitted to a vote at a limited partners’ meeting, the meeting notice must state that the limited partnership has concluded that partners are, are not, or may be entitled to assert appraisal rights under this act. (2) If the limited partnership concludes that appraisal […]
620.2117 – Notice of intent to demand payment.
620.2117 Notice of intent to demand payment.— (1) If a proposed appraisal event is submitted to a vote at a partners’ meeting, or is submitted to a partner pursuant to a consent vote, a limited partner who is entitled to and who wishes to assert appraisal rights with respect to any class or series of limited partner […]
620.2118 – Appraisal notice and form.
620.2118 Appraisal notice and form.— (1) If the proposed appraisal event becomes effective, the limited partnership must deliver a written appraisal notice and form required by paragraph (2)(a) to all limited partners who satisfied the requirements of s. 620.2117. (2) The appraisal notice must be sent no earlier than the date the appraisal event became effective and no […]
620.2119 – Perfection of rights; right to withdraw.
620.2119 Perfection of rights; right to withdraw.— (1) A limited partner who wishes to exercise appraisal rights must execute and return the form received pursuant to s. 620.2118(1) and, in the case of certificated partnership interests and the limited partnership so requires, deposit the limited partner’s certificates in accordance with the terms of the notice by the […]