40-514.Same; articles of merger or consolidation, examination by commissioner;approval; filings; effect of commissioner's approval.(a) The commissioner of insurance shall examine the articles of merger orconsolidation and if the same are in order shall endorse theapproval thereon, and the entire proceedings shall be filed and recordedin the office of the secretary of state, a copy of the same certified bythe secretary of state to be filed in the office of the commissioner ofinsurance. Within fifteen (15) days after said approval by the commissionerof insurance, a certified copy of said articles also shall be filed by theofficers of the new or surviving company in the office of the register ofdeeds in the counties wherein the registered offices and home offices ofthe merging or consolidating companies were located and in the county whereinthe registered office and home office of the surviving or new company shallbe located and in the office of the register of deeds of each county inthis state in which any of the companies involved shall have real propertyat the time of merger or consolidation.
(b) The merger or consolidation shall be effective upon the commissioner'sendorsing approval, which date of approval shall be the date of consolidationor merger of said companies.
(c) The companies involved shall thereupon be one company under the nameadopted in and by said agreement, possessing all the rights, privileges,immunities, powers and franchises theretofore vested in each of them.
(d) The separate existence of all the companies to the agreement of mergeror consolidation, except the surviving or new company, shall cease.
(e) All property, real, personal and mixed, and all debts due on whateveraccount, including assessments payable from members and policyholders andall other choses in action and all and every other interest of, or belongingto or due to, each of the companies merged or consolidated shall be deemedto be transferred to and vested in such surviving or new company withoutfurther act or deed. The title to any real estate or any interest thereinunder the laws of this state vested in any of the companies shall not revertor be in any way impaired by reason of such merger or consolidation.
(f) Such surviving or new company shall be responsible and liable forall of the liabilities and obligations of each of the companies merged orconsolidated. Any claim existing or action pending by or against any companiesmerged or consolidated may be prosecuted to judgment as if such merger orconsolidation had not taken place, or such surviving or new company maybe substituted in its place. Neither the rights of creditors nor liens upon the propertyof any such companies shall be impaired by such merger or consolidation,but such liens shall be limited to the property upon which they were liensimmediately prior to the time of such merger or consolidation, unless otherwiseprovided in the agreement of merger or consolidation.
(g) In the case of merger, the articles of incorporation of the survivingcompany shall be supplanted, amended or superseded to the extent, if any,that any provision or provisions of such articles of incorporation shallbe revised in the agreement of merger, and the articles of incorporationshall be deemed to be thereby and to that extent amended.
(h) In the case of a consolidation, the new articles of incorporationshall be deemed to be the articles of incorporation of such new corporation.
(i) The surviving or new company may, for the purpose of complying withthe requirements of the law relating to age of a company, elect to be theage of any of the merging or consolidating companies and shall for thispurpose be considered as having such age. Such election shall be set forthin the agreement of merger or consolidation.
(j) The surviving or new company shall maintain the reserves and depositsas required by law of other like kinds of companies doing like kinds ofinsurance business.
(k) The surviving or new company after merger or consolidation shall besubject to the same fees, taxes, or penalties and other requirements oflaw as other like kinds of companies doing like kinds of insurance business.
40-514.Same; articles of merger or consolidation, examination by commissioner;approval; filings; effect of commissioner's approval.(a) The commissioner of insurance shall examine the articles of merger orconsolidation and if the same are in order shall endorse theapproval thereon, and the entire proceedings shall be filed and recordedin the office of the secretary of state, a copy of the same certified bythe secretary of state to be filed in the office of the commissioner ofinsurance. Within fifteen (15) days after said approval by the commissionerof insurance, a certified copy of said articles also shall be filed by theofficers of the new or surviving company in the office of the register ofdeeds in the counties wherein the registered offices and home offices ofthe merging or consolidating companies were located and in the county whereinthe registered office and home office of the surviving or new company shallbe located and in the office of the register of deeds of each county inthis state in which any of the companies involved shall have real propertyat the time of merger or consolidation.
(b) The merger or consolidation shall be effective upon the commissioner'sendorsing approval, which date of approval shall be the date of consolidationor merger of said companies.
(c) The companies involved shall thereupon be one company under the nameadopted in and by said agreement, possessing all the rights, privileges,immunities, powers and franchises theretofore vested in each of them.
(d) The separate existence of all the companies to the agreement of mergeror consolidation, except the surviving or new company, shall cease.
(e) All property, real, personal and mixed, and all debts due on whateveraccount, including assessments payable from members and policyholders andall other choses in action and all and every other interest of, or belongingto or due to, each of the companies merged or consolidated shall be deemedto be transferred to and vested in such surviving or new company withoutfurther act or deed. The title to any real estate or any interest thereinunder the laws of this state vested in any of the companies shall not revertor be in any way impaired by reason of such merger or consolidation.
(f) Such surviving or new company shall be responsible and liable forall of the liabilities and obligations of each of the companies merged orconsolidated. Any claim existing or action pending by or against any companiesmerged or consolidated may be prosecuted to judgment as if such merger orconsolidation had not taken place, or such surviving or new company maybe substituted in its place. Neither the rights of creditors nor liens upon the propertyof any such companies shall be impaired by such merger or consolidation,but such liens shall be limited to the property upon which they were liensimmediately prior to the time of such merger or consolidation, unless otherwiseprovided in the agreement of merger or consolidation.
(g) In the case of merger, the articles of incorporation of the survivingcompany shall be supplanted, amended or superseded to the extent, if any,that any provision or provisions of such articles of incorporation shallbe revised in the agreement of merger, and the articles of incorporationshall be deemed to be thereby and to that extent amended.
(h) In the case of a consolidation, the new articles of incorporationshall be deemed to be the articles of incorporation of such new corporation.
(i) The surviving or new company may, for the purpose of complying withthe requirements of the law relating to age of a company, elect to be theage of any of the merging or consolidating companies and shall for thispurpose be considered as having such age. Such election shall be set forthin the agreement of merger or consolidation.
(j) The surviving or new company shall maintain the reserves and depositsas required by law of other like kinds of companies doing like kinds ofinsurance business.
(k) The surviving or new company after merger or consolidation shall besubject to the same fees, taxes, or penalties and other requirements oflaw as other like kinds of companies doing like kinds of insurance business.
40-514.Same; articles of merger or consolidation, examination by commissioner;approval; filings; effect of commissioner's approval.(a) The commissioner of insurance shall examine the articles of merger orconsolidation and if the same are in order shall endorse theapproval thereon, and the entire proceedings shall be filed and recordedin the office of the secretary of state, a copy of the same certified bythe secretary of state to be filed in the office of the commissioner ofinsurance. Within fifteen (15) days after said approval by the commissionerof insurance, a certified copy of said articles also shall be filed by theofficers of the new or surviving company in the office of the register ofdeeds in the counties wherein the registered offices and home offices ofthe merging or consolidating companies were located and in the county whereinthe registered office and home office of the surviving or new company shallbe located and in the office of the register of deeds of each county inthis state in which any of the companies involved shall have real propertyat the time of merger or consolidation.
(b) The merger or consolidation shall be effective upon the commissioner'sendorsing approval, which date of approval shall be the date of consolidationor merger of said companies.
(c) The companies involved shall thereupon be one company under the nameadopted in and by said agreement, possessing all the rights, privileges,immunities, powers and franchises theretofore vested in each of them.
(d) The separate existence of all the companies to the agreement of mergeror consolidation, except the surviving or new company, shall cease.
(e) All property, real, personal and mixed, and all debts due on whateveraccount, including assessments payable from members and policyholders andall other choses in action and all and every other interest of, or belongingto or due to, each of the companies merged or consolidated shall be deemedto be transferred to and vested in such surviving or new company withoutfurther act or deed. The title to any real estate or any interest thereinunder the laws of this state vested in any of the companies shall not revertor be in any way impaired by reason of such merger or consolidation.
(f) Such surviving or new company shall be responsible and liable forall of the liabilities and obligations of each of the companies merged orconsolidated. Any claim existing or action pending by or against any companiesmerged or consolidated may be prosecuted to judgment as if such merger orconsolidation had not taken place, or such surviving or new company maybe substituted in its place. Neither the rights of creditors nor liens upon the propertyof any such companies shall be impaired by such merger or consolidation,but such liens shall be limited to the property upon which they were liensimmediately prior to the time of such merger or consolidation, unless otherwiseprovided in the agreement of merger or consolidation.
(g) In the case of merger, the articles of incorporation of the survivingcompany shall be supplanted, amended or superseded to the extent, if any,that any provision or provisions of such articles of incorporation shallbe revised in the agreement of merger, and the articles of incorporationshall be deemed to be thereby and to that extent amended.
(h) In the case of a consolidation, the new articles of incorporationshall be deemed to be the articles of incorporation of such new corporation.
(i) The surviving or new company may, for the purpose of complying withthe requirements of the law relating to age of a company, elect to be theage of any of the merging or consolidating companies and shall for thispurpose be considered as having such age. Such election shall be set forthin the agreement of merger or consolidation.
(j) The surviving or new company shall maintain the reserves and depositsas required by law of other like kinds of companies doing like kinds ofinsurance business.
(k) The surviving or new company after merger or consolidation shall besubject to the same fees, taxes, or penalties and other requirements oflaw as other like kinds of companies doing like kinds of insurance business.
