17-7707.   Effects of consummation of merger or consolidation.Consummation of a merger or consolidation shall have thefollowing effects:

      (a)   The constituent entities party to the agreement of merger orconsolidation shall be a single entity which, in the case of a merger, shall betheentity designated in the agreement of merger as the surviving entity and, inthe case of a consolidation, shall be the new entity provided for in theagreement of consolidation;

      (b)   the separate existence of each constituent entity, except the survivingentity or the new entity, shall cease;

      (c)   the surviving or new entity shall thereupon and thereafter possess allrights, privileges, annuities, powers and franchises possessed by each of theconstituent entities and shall be subject to all restrictions, disabilities andduties of each of such constituent entities to the extent such rights,privileges,immunities, powers, franchises, restrictions, disabilities and duties areapplicable to the form of existence of the surviving entity or the new entity;

      (d)   all rights, causes of action, property and assets of whatsoever kind ordescription whether real, personal, tangible or intangible, of each of theconstituent entities, and all debts due on whatever account to any of them,including subscriptions for shares, promises to make capital contributions, andallother causes in action, belonging to any of them, shall be taken and be deemedto be transferred to and vested in the surviving or new entity without furtheract or deed;

      (e)   title to all real or personal property and any interest therein vestedin any constituent entity shall not revert or be in any way impaired by reasonofsuch merger or consolidation;

      (f)   the surviving or new entity shall thereafter be responsible and liablefor all liabilities and obligations of each of the constituent entities. Anyclaim existing or action or proceeding pending by or against any constituententitymay be prosecuted as if such merger or consolidation had not taken place, orthe surviving or new entity may be substituted in the action;

      (g)   neither the rights of creditors nor any liens on the property of anyconstituent entity shall be impaired by the merger or consolidation;

      (h)   in the case of a merger, the organizational documents of the survivingentity shall be amended to the extent provided in the agreement or articles ofmerger and the organizational documents, of each other domestic constituententity shall be deemed canceled by the filing of the certificate of merger orconsolidation by the secretary of state pursuant to subsection (b) of K.S.A.17-7706;

      (i)   in the case of a consolidation, the statements set forth in theagreement or certificate of consolidation and which are required or permittedto be set forth in the organizational documents of the new entity shall bedeemed to be the original organizational documents of the new entity and theorganizational documents of each other domestic constituent entity shall bedeemed canceled by the filing by the secretary of state pursuant to subsection(b) of K.S.A. 17-7706.

      (j)   the interests, shares or their equivalent, in each constituent entity,that are to be converted or exchanged into interests, shares or othersecurities, cash, obligations or other property under the terms of theagreement of merger or consolidation shall be so converted. The former holdersthereof shall be entitled only to the rights provided in the agreement ofmerger or consolidation or the rights otherwise provided by law.

      (k)   Nothing in K.S.A. 17-7701 through 17-7708 shall abridge or impair anydissenter'sappraisal shares or their equivalent rights that may otherwise be available tothe members or shareholders or other holders of an interest, in any constituententity.

      History:   L. 1995, ch. 245, § 11; July 1.