(1) A plan of merger is not effective unless:
(a) a domestic merging entity approves the plan of merger:
(i) in accordance with the requirements, if any, of the domestic merging entity's organic law and organic rules for approval of:
(A) for an entity that is not a limited cooperative association, the merger; or
(B) for an entity that is a limited cooperative association, a transaction under this part; or
(ii) by each interest holder of the domestic merging entity that is entitled to vote or consent to the plan of merger voting in favor of the plan of merger if:
(A) for an entity that is not a business corporation or a limited cooperative association, neither the business corporation's nor the limited cooperative association's organic rules provide for the approval of a merger; or
(B) for an entity that is a limited cooperative association, neither the limited cooperative association's organic law nor organic rules provide for the approval of a transaction under this part; and
(b)
(i) for a business corporation or a nonprofit corporation, each interest holder of a domestic merging entity that will have interest holder liability for a debt, an obligation, or other liability after the merger becomes effective approves the merger; or
(ii) for an entity that is not a business corporation or a nonprofit corporation:
(A) a provision of the entity's organic rules provide for the approval of a merger in which one or more of the entity's interest holders will become subject to interest holder liability; and
(B) each interest holder consents to or votes in favor of the provision described in Subsection (1)(b)(ii)(A) or became an interest holder after the adoption of the provision.
(2) A merger described in this part that involves a foreign merging entity is not effective unless the foreign entity approves the merger in accordance with the law of the foreign entity's jurisdiction of formation.