(1) A plan of conversion is not effective unless it has been approved: (a) by a domestic converting limited partnership by all of the partners of the limited partnership entitled to vote on or consent to any matter; and (b) in a record, by each partner of a domestic converting limited partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the conversion becomes effective: (i) the partnership agreement of the limited partnership provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and (ii) the partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.

(a) by a domestic converting limited partnership by all of the partners of the limited partnership entitled to vote on or consent to any matter; and

(b) in a record, by each partner of a domestic converting limited partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the conversion becomes effective: (i) the partnership agreement of the limited partnership provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and (ii) the partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.

(i) the partnership agreement of the limited partnership provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and

(ii) the partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.

(2) A conversion involving a domestic converting entity that is not a limited partnership, including a subject entity, is not effective unless it is approved by the domestic converting entity in accordance with its organic law.

(3) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.