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

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

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

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

(4)  A proceeding pending against any entity that is aparty to the merger may be continued as if the merger did not occur or thesurviving entity may be substituted in the proceeding for the entity whoseexistence ceased;

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

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

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

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

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

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

(3)  Five days after its deposit in the mail, ifmailed postpaid and correctly addressed. [L 2000, c 244, pt of §1; am L 2002, c41, §10; am L 2004, c 121, §11]