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action adopted agreement of merger amendment amount apply appraisal rights assets beneficial owner board of directors capital stock certificate of incorporation class or series Commission conduct consent constituent corporation continuing the business contract copies corporation's Court of Chancery creditors Cumulative voting deceased partner deemed determined directly or indirectly dissociated partner dissolution dividend duty effective date election of directors entitled to vote equity security filed form of proxy interested stockholder issued issuer limited liability partnership meeting of stockholders merger or consolidation national securities exchange notice number of shares obligation otherwise provided paragraph partner's dissociation partner's interest partnership agreement partnership business partnership property party payment powers principal prior profits proposal proxy statement purchase purpose real property reasonably registered agent registered office resolution or resolutions respect restrictions resulting corporation security holder series of stock shares of stock solicitation specified subsidiary surviving corporation surviving or resulting tender offer transaction trustee winding