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



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



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



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



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



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



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



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



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



(3)  Five days after its deposit in the mail, if
mailed postpaid and correctly addressed. [L 2001, c 105, pt of §1; am L 2002, c
41, §16]