§ 7-1.2-1005 - Effect of merger.
SECTION 7-1.2-1005
§ 7-1.2-1005 Effect of merger. – (a) A merger becomes effective upon the issuance of a certificate of merger bythe secretary of state or on a later date as is stated in the plan.
(b) When a merger becomes effective:
(1) The several corporations, parties to the plan of merger,are a single corporation, which is that corporation designated in the plan ofmerger as the surviving or new corporation.
(2) The separate existence of all corporations, parties tothe plan of merger, except the surviving or new corporation, ceases.
(3) The surviving or new corporation has all the rights,privileges, immunities, and powers and is subject to all the duties andliabilities of a corporation organized under this chapter.
(4) The surviving or new corporation at that time andsubsequently possesses all the rights, privileges, immunities, and franchises,as well of a public as of a private nature, of each of the mergingcorporations; and all property, real, personal, and mixed, all debts due onwhatever account, including subscriptions to shares, all other choses inaction, and all and every other interest of or belonging to or due to each ofthe corporations merged, is taken and deemed to be transferred to and vested inthe single corporation without further act or deed; and the title to any realestate, or any interest in real estate, vested in any of the corporations doesnot revert or is in any way impaired because of the merger.
(5) The surviving or new corporation is subsequentlyresponsible and liable for all the liabilities and obligations of each of thecorporations merged or consolidated; and any claim existing or action orproceeding pending by or against any of the corporations may be prosecuted asif the merger had not taken place, or the surviving or new corporation may besubstituted in its place. Neither the rights of creditors nor any liens uponthe property of any corporation is impaired by the merger.
(6) The articles of incorporation of the survivingcorporation are deemed to be amended to the extent, if any, that changes in itsarticles of incorporation are stated in the plan of merger; or, in the case ofa new corporation, the statements in the articles of merger which are requiredor permitted to be stated in the articles of incorporation of corporationsorganized under this chapter are deemed to be the original articles ofincorporation of the new corporation.
(7) The shares of the corporation or corporations party tothe plan that are, under the terms of the plan, to be converted or exchanged,cease to exist, and the holders of the shares are entitled only to the shares,obligations, other securities, cash, or other property into which they havebeen converted or for which they have been exchanged in accordance with theplan, subject to any rights under § 7-1.2-1201.