Article 77.--MERGER OR CONSOLIDATION; CONSTITUENT ENTITY
17-7707.Effects of consummation of merger or consolidation.
Consummation of a merger or consolidation shall have the
following effects:
(a) The constituent entities party to the agreement of merger or
consolidation shall be a single entity which, in the case of a merger, shall be
the
entity designated in the agreement of merger as the surviving entity and, in
the case of a consolidation, shall be the new entity provided for in the
agreement of consolidation;
(b) the separate existence of each constituent entity, except the surviving
entity or the new entity, shall cease;
(c) the surviving or new entity shall thereupon and thereafter possess all
rights, privileges, annuities, powers and franchises possessed by each of the
constituent entities and shall be subject to all restrictions, disabilities and
duties of each of such constituent entities to the extent such rights,
privileges,
immunities, powers, franchises, restrictions, disabilities and duties are
applicable 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 or
description whether real, personal, tangible or intangible, of each of the
constituent entities, and all debts due on whatever account to any of them,
including subscriptions for shares, promises to make capital contributions, and
all
other causes in action, belonging to any of them, shall be taken and be deemed
to be transferred to and vested in the surviving or new entity without further
act or deed;
(e) title to all real or personal property and any interest therein vested
in any constituent entity shall not revert or be in any way impaired by reason
of
such merger or consolidation;
(f) the surviving or new entity shall thereafter be responsible and liable
for all liabilities and obligations of each of the constituent entities. Any
claim existing or action or proceeding pending by or against any constituent
entity
may be prosecuted as if such merger or consolidation had not taken place, or
the surviving or new entity may be substituted in the action;
(g) neither the rights of creditors nor any liens on the property of any
constituent entity shall be impaired by the merger or consolidation;
(h) in the case of a merger, the organizational documents of the surviving
entity shall be amended to the extent provided in the agreement or articles of
merger and the organizational documents, of each other domestic constituent
entity shall be deemed canceled by the filing of the certificate of merger or
consolidation 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 the
agreement or certificate of consolidation and which are required or permitted
to be set forth in the organizational documents of the new entity shall be
deemed to be the original organizational documents of the new entity and the
organizational documents of each other domestic constituent entity shall be
deemed 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 other
securities, cash, obligations or other property under the terms of the
agreement of merger or consolidation shall be so converted. The former holders
thereof shall be entitled only to the rights provided in the agreement of
merger or consolidation or the rights otherwise provided by law.
(k) Nothing in K.S.A. 17-7701 through 17-7708 shall abridge or impair any
dissenter's
appraisal shares or their equivalent rights that may otherwise be available to
the members or shareholders or other holders of an interest, in any constituent
entity.
Article 77.--MERGER OR CONSOLIDATION; CONSTITUENT ENTITY
17-7707.Effects of consummation of merger or consolidation.
Consummation of a merger or consolidation shall have the
following effects:
(a) The constituent entities party to the agreement of merger or
consolidation shall be a single entity which, in the case of a merger, shall be
the
entity designated in the agreement of merger as the surviving entity and, in
the case of a consolidation, shall be the new entity provided for in the
agreement of consolidation;
(b) the separate existence of each constituent entity, except the surviving
entity or the new entity, shall cease;
(c) the surviving or new entity shall thereupon and thereafter possess all
rights, privileges, annuities, powers and franchises possessed by each of the
constituent entities and shall be subject to all restrictions, disabilities and
duties of each of such constituent entities to the extent such rights,
privileges,
immunities, powers, franchises, restrictions, disabilities and duties are
applicable 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 or
description whether real, personal, tangible or intangible, of each of the
constituent entities, and all debts due on whatever account to any of them,
including subscriptions for shares, promises to make capital contributions, and
all
other causes in action, belonging to any of them, shall be taken and be deemed
to be transferred to and vested in the surviving or new entity without further
act or deed;
(e) title to all real or personal property and any interest therein vested
in any constituent entity shall not revert or be in any way impaired by reason
of
such merger or consolidation;
(f) the surviving or new entity shall thereafter be responsible and liable
for all liabilities and obligations of each of the constituent entities. Any
claim existing or action or proceeding pending by or against any constituent
entity
may be prosecuted as if such merger or consolidation had not taken place, or
the surviving or new entity may be substituted in the action;
(g) neither the rights of creditors nor any liens on the property of any
constituent entity shall be impaired by the merger or consolidation;
(h) in the case of a merger, the organizational documents of the surviving
entity shall be amended to the extent provided in the agreement or articles of
merger and the organizational documents, of each other domestic constituent
entity shall be deemed canceled by the filing of the certificate of merger or
consolidation 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 the
agreement or certificate of consolidation and which are required or permitted
to be set forth in the organizational documents of the new entity shall be
deemed to be the original organizational documents of the new entity and the
organizational documents of each other domestic constituent entity shall be
deemed 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 other
securities, cash, obligations or other property under the terms of the
agreement of merger or consolidation shall be so converted. The former holders
thereof shall be entitled only to the rights provided in the agreement of
merger or consolidation or the rights otherwise provided by law.
(k) Nothing in K.S.A. 17-7701 through 17-7708 shall abridge or impair any
dissenter's
appraisal shares or their equivalent rights that may otherwise be available to
the members or shareholders or other holders of an interest, in any constituent
entity.
Article 77.--MERGER OR CONSOLIDATION; CONSTITUENT ENTITY
17-7707.Effects of consummation of merger or consolidation.
Consummation of a merger or consolidation shall have the
following effects:
(a) The constituent entities party to the agreement of merger or
consolidation shall be a single entity which, in the case of a merger, shall be
the
entity designated in the agreement of merger as the surviving entity and, in
the case of a consolidation, shall be the new entity provided for in the
agreement of consolidation;
(b) the separate existence of each constituent entity, except the surviving
entity or the new entity, shall cease;
(c) the surviving or new entity shall thereupon and thereafter possess all
rights, privileges, annuities, powers and franchises possessed by each of the
constituent entities and shall be subject to all restrictions, disabilities and
duties of each of such constituent entities to the extent such rights,
privileges,
immunities, powers, franchises, restrictions, disabilities and duties are
applicable 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 or
description whether real, personal, tangible or intangible, of each of the
constituent entities, and all debts due on whatever account to any of them,
including subscriptions for shares, promises to make capital contributions, and
all
other causes in action, belonging to any of them, shall be taken and be deemed
to be transferred to and vested in the surviving or new entity without further
act or deed;
(e) title to all real or personal property and any interest therein vested
in any constituent entity shall not revert or be in any way impaired by reason
of
such merger or consolidation;
(f) the surviving or new entity shall thereafter be responsible and liable
for all liabilities and obligations of each of the constituent entities. Any
claim existing or action or proceeding pending by or against any constituent
entity
may be prosecuted as if such merger or consolidation had not taken place, or
the surviving or new entity may be substituted in the action;
(g) neither the rights of creditors nor any liens on the property of any
constituent entity shall be impaired by the merger or consolidation;
(h) in the case of a merger, the organizational documents of the surviving
entity shall be amended to the extent provided in the agreement or articles of
merger and the organizational documents, of each other domestic constituent
entity shall be deemed canceled by the filing of the certificate of merger or
consolidation 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 the
agreement or certificate of consolidation and which are required or permitted
to be set forth in the organizational documents of the new entity shall be
deemed to be the original organizational documents of the new entity and the
organizational documents of each other domestic constituent entity shall be
deemed 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 other
securities, cash, obligations or other property under the terms of the
agreement of merger or consolidation shall be so converted. The former holders
thereof shall be entitled only to the rights provided in the agreement of
merger or consolidation or the rights otherwise provided by law.
(k) Nothing in K.S.A. 17-7701 through 17-7708 shall abridge or impair any
dissenter's
appraisal shares or their equivalent rights that may otherwise be available to
the members or shareholders or other holders of an interest, in any constituent
entity.