29-757

29-757. Effects of merger or
consolidation

A. Consummation of a merger or consolidation has the following effects:

1. The separate existence of each business entity that merges or consolidates
ceases, except the existence of the surviving or resulting business entity.

2. The interest that is to be converted or exchanged under the terms of the
articles of merger or consolidation of each member, shareholder, partner or similar
interest holder of a business entity that is a party to the merger or consolidation is so
converted and the former holders of the interest are entitled only to the rights provided
in the articles of merger or consolidation and the rights otherwise provided by law.

3. In addition to any other purposes and powers set forth in the articles of merger
or consolidation and if the articles so provide, the surviving or resulting business
entity has the purpose and powers of each party to the merger or consolidation.

4. The assets of each party to the merger or consolidation, including real,
personal, tangible and intangible property and any legacies that it would have been
capable of taking, transfer to, vest in and devolve on the surviving or resulting
business entity by operation of law without further act or deed. If elected by any party
to the merger or consolidation or by the surviving or resulting business entity,
confirmatory deeds, assignments or similar instruments to evidence the transfer may be
executed and delivered at any time in the name of any party to the merger or
consolidation by its last acting members or managers or by the appropriate authorities of
the surviving or resulting business entity.

5. The surviving or resulting business entity is liable for all of the debts and
obligations of each nonsurviving party to the merger or consolidation. Any existing
claim, action or proceeding pending by or against any nonsurviving party to the merger or
consolidation may be prosecuted to judgment as if the merger or consolidation had not
taken place or, on motion of the surviving or resulting business entity, the surviving or
resulting business entity may be substituted as a party in the action or proceeding.

6. A merger or consolidation does not impair the rights of creditors or any liens
on the property of any business entity that is a party to the merger or consolidation.

B. Unless otherwise provided in the plan of merger or consolidation a merger or
consolidation of a limited liability company, including a limited liability company that
is not the surviving or resulting business entity, does not require the limited liability
company to wind up its affairs or pay its liabilities and distribute its assets pursuant
to article 8 of this chapter.