490.1107 - EFFECT OF MERGER OR SHARE EXCHANGE.

        490.1107  EFFECT OF MERGER OR SHARE EXCHANGE.         1.  When a merger becomes effective, certain acts shall occur as      follows:         a.  The corporation or other entity that is designated in the      plan of merger as the survivor continues or comes into existence, as      the case may be.         b.  The separate existence of every corporation or other      entity that is merged into the survivor ceases.         c.  All property owned by, and every contract right possessed      by, each corporation or other entity that merges into the survivor is      vested in the survivor without reversion or impairment.         d.  All liabilities of each corporation or other entity that      is merged into the survivor are vested in the survivor.         e.  The name of the survivor may, but need not be, substituted      in any pending proceeding for the name of any party to the merger      whose separate existence ceased in the merger.         f.  The articles of incorporation or organizational documents      of the survivor are amended to the extent provided in the plan of      merger.         g.  The articles of incorporation or organizational documents      of a survivor that is created by the merger become effective.         h.  The shares of each corporation that is a party to the      merger, and the interests in another entity that is a party to a      merger, that are to be converted under the plan of merger into      shares, interests, obligations, rights to acquire securities, other      securities, cash, other property, or any combination of the      foregoing, are converted, and the former holders of such shares or      interests are entitled only to the rights provided to them in the      plan of merger or to any rights they may have under division XIII.         2.  When a share exchange becomes effective, the shares of each      domestic corporation that are to be exchanged for shares or other      securities, interests, obligations, rights to acquire shares or      securities, other securities, cash, other property, or any      combination of the foregoing, are entitled only to the rights      provided to them in the plan of share exchange or to any rights they      may have under division XIII.         3.  Any shareholder of a domestic corporation that is a party to a      merger or share exchange who, prior to the merger or share exchange,      was liable for the liabilities or obligations of such corporation,      shall not be released from such liabilities or obligations by reason      of the merger or share exchange.         4.  Upon a merger becoming effective, a foreign corporation, or a      foreign other entity, that is the survivor of the mergers, is deemed      to do both of the following:         a.  Appoint the secretary of state as its agent for service of      process in a proceeding to enforce the rights of shareholders of each      domestic corporation that is a party to the merger who exercise      appraisal rights.         b.  Agree that it will promptly pay the amount, if any, to      which such shareholders are entitled under division XIII.  
         Section History: Recent Form
         89 Acts, ch 288, §127; 2002 Acts, ch 1154, §71, 125