§414D-204  Effect of merger.  (a)  Whena merger takes effect:

(1)  Every corporation party to the merger merges intothe surviving corporation and the separate existence of every corporationexcept the surviving corporation ceases;

(2)  The title to all real estate and other propertyowned by each corporation party to the merger is vested in the survivingcorporation without reversion or impairment subject to any and all conditionsto which the property was subject prior to the merger;

(3)  The surviving corporation has all liabilities andobligations of each corporation party to the merger;

(4)  A proceeding pending against any corporationparty to the merger may be continued as if the merger did not occur or thesurviving corporation may be substituted in the proceeding for the corporationwhose existence ceased; and

(5)  The articles of incorporation and bylaws of thesurviving corporation are amended to the extent provided in the plan of merger.

(b)  If a surviving entity fails to appoint ormaintain an agent designated for service of process in this State or the agentfor service of process cannot with reasonable diligence be found at thedesignated office, service of process may be made upon the surviving entity bysending a copy of the process by registered or certified mail, return receiptrequested, to the surviving corporation at the address set forth in thearticles of merger.  Service is effected under this subsection at the earliestof:

(1)  The date the corporation receives the process,notice, or demand;

(2)  The date shown on the return receipt, if signedon behalf of the corporation; or

(3)  Five days after its deposit in the mail, ifmailed postpaid and correctly addressed. [L 2001, c 105, pt of §1; am L 2002, c41, §16]