§414-316  Effect of merger or share
exchange.  (a)  When a merger takes effect:



(1)  Every other entity that is a party to the merger
merges into the surviving entity and the separate existence of every entity
except the surviving entity ceases;



(2)  The title to all real estate and other property
owned by each entity that is a party to the merger is vested in the surviving
entity without reversion or impairment;



(3)  The surviving entity has all liabilities of each
entity that is a party to the merger;



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



(5)  The organizing articles of the surviving entity
are amended to the extent provided in the plan of merger and indicated in the
articles of merger; and



(6)  The shares of each corporation party to the
merger that are to be converted into shares, obligations, or other securities
of the surviving entity or into cash or other property are converted, and the
former holders of the shares are entitled only to the rights provided in the
articles of merger or to their rights under part XIV.



(b)  When a share exchange takes effect, the
shares of each acquired corporation are exchanged as provided in the plan, and
the former holders of the shares are entitled only to the exchange rights
provided in the articles of share exchange or to their rights under part XIV.



(c)  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 entity at the address set forth in the articles of
merger.  Service is effected under this subsection at the earliest of:



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



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



(3)  Five days after its deposit in the mail, if
mailed postpaid and correctly addressed. [L 2000, c 244, pt of §1; am L 2002, c
41, §10; am L 2004, c 121, §11]