A merger or consolidation has the following effects. [1993, c. 718, Pt. A, §1 (NEW).]
1. Single entity. The limited liability companies or other business entities that are parties to the merger or consolidation agreement become a single entity, which in the case of a merger is the limited liability company or other business entity designated in the plan of merger as the survivor, and in the case of a consolidation is the resulting limited liability company or other business entity provided for in the plan of consolidation.
[ 1999, c. 638, §33 (AMD) .]
2. Separate existence ceases. The separate existence of each party to the merger or consolidation agreement, except for the surviving or resulting limited liability company or other business entity, ceases.
[ 1999, c. 638, §33 (AMD) .]
3. Rights and restrictions on surviving or resulting limited liability company or other business entity. The surviving or resulting limited liability company or other business entity possesses all the rights, privileges, immunities, powers and franchises of each constituent limited liability company or other business entity and is subject to all the restrictions, disabilities and duties of each of the parties to the extent that those rights, privileges, immunities, powers, franchises, restrictions, disabilities and duties are applicable.
[ 1999, c. 638, §33 (AMD) .]
4. Interests of constituent limited liability companies or other business entities. All property, real, personal and mixed and all debts due, including promises to make capital contributions and subscriptions for shares or interests, and all other choses in action and all other interests of or belonging to or due to each of the constituent entities vest in the surviving or resulting limited liability company or other business entity without further act or deed.
[ 1999, c. 638, §33 (AMD) .]
5. Real estate titles do not revert. The title to all real estate and any interest in real estate vested in a constituent limited liability company or other business entity do not revert and are not in any way impaired by reason of the merger or consolidation.
[ 1999, c. 638, §33 (AMD) .]
6. Liabilities and obligations. The surviving or resulting limited liability company or other business entity is liable for all liabilities and obligations of each of the constituent limited liability companies or other business entities so merged or consolidated and any claim existing or action or proceeding pending by or against a constituent limited liability company or other business entity may be prosecuted as if the merger or consolidation had not taken place or the surviving or resulting limited liability company or other business entity may be substituted in the action.
[ 1999, c. 638, §33 (AMD) .]
7. Impairment of creditor's rights or liens. Neither the rights of creditors nor any liens on the property of a constituent limited liability company or other business entity are impaired by the merger or consolidation.
[ 1999, c. 638, §33 (AMD) .]
8. Membership or other interests. The membership or other interests in a limited liability company or the shares or other interests of another business entity that are to be converted or exchanged into interests, cash, obligations or other property under the terms of the merger or consolidation agreement are so converted and the former holders of the membership or other interests are entitled only to the rights provided in the merger or consolidation agreement or the rights otherwise provided by law.
[ 1999, c. 638, §33 (AMD) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 1999, c. 638, §33 (AMD). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
A merger or consolidation has the following effects. [1993, c. 718, Pt. A, §1 (NEW).]
1. Single entity. The limited liability companies or other business entities that are parties to the merger or consolidation agreement become a single entity, which in the case of a merger is the limited liability company or other business entity designated in the plan of merger as the survivor, and in the case of a consolidation is the resulting limited liability company or other business entity provided for in the plan of consolidation.
[ 1999, c. 638, §33 (AMD) .]
2. Separate existence ceases. The separate existence of each party to the merger or consolidation agreement, except for the surviving or resulting limited liability company or other business entity, ceases.
[ 1999, c. 638, §33 (AMD) .]
3. Rights and restrictions on surviving or resulting limited liability company or other business entity. The surviving or resulting limited liability company or other business entity possesses all the rights, privileges, immunities, powers and franchises of each constituent limited liability company or other business entity and is subject to all the restrictions, disabilities and duties of each of the parties to the extent that those rights, privileges, immunities, powers, franchises, restrictions, disabilities and duties are applicable.
[ 1999, c. 638, §33 (AMD) .]
4. Interests of constituent limited liability companies or other business entities. All property, real, personal and mixed and all debts due, including promises to make capital contributions and subscriptions for shares or interests, and all other choses in action and all other interests of or belonging to or due to each of the constituent entities vest in the surviving or resulting limited liability company or other business entity without further act or deed.
[ 1999, c. 638, §33 (AMD) .]
5. Real estate titles do not revert. The title to all real estate and any interest in real estate vested in a constituent limited liability company or other business entity do not revert and are not in any way impaired by reason of the merger or consolidation.
[ 1999, c. 638, §33 (AMD) .]
6. Liabilities and obligations. The surviving or resulting limited liability company or other business entity is liable for all liabilities and obligations of each of the constituent limited liability companies or other business entities so merged or consolidated and any claim existing or action or proceeding pending by or against a constituent limited liability company or other business entity may be prosecuted as if the merger or consolidation had not taken place or the surviving or resulting limited liability company or other business entity may be substituted in the action.
[ 1999, c. 638, §33 (AMD) .]
7. Impairment of creditor's rights or liens. Neither the rights of creditors nor any liens on the property of a constituent limited liability company or other business entity are impaired by the merger or consolidation.
[ 1999, c. 638, §33 (AMD) .]
8. Membership or other interests. The membership or other interests in a limited liability company or the shares or other interests of another business entity that are to be converted or exchanged into interests, cash, obligations or other property under the terms of the merger or consolidation agreement are so converted and the former holders of the membership or other interests are entitled only to the rights provided in the merger or consolidation agreement or the rights otherwise provided by law.
[ 1999, c. 638, §33 (AMD) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 1999, c. 638, §33 (AMD). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
A merger or consolidation has the following effects. [1993, c. 718, Pt. A, §1 (NEW).]
1. Single entity. The limited liability companies or other business entities that are parties to the merger or consolidation agreement become a single entity, which in the case of a merger is the limited liability company or other business entity designated in the plan of merger as the survivor, and in the case of a consolidation is the resulting limited liability company or other business entity provided for in the plan of consolidation.
[ 1999, c. 638, §33 (AMD) .]
2. Separate existence ceases. The separate existence of each party to the merger or consolidation agreement, except for the surviving or resulting limited liability company or other business entity, ceases.
[ 1999, c. 638, §33 (AMD) .]
3. Rights and restrictions on surviving or resulting limited liability company or other business entity. The surviving or resulting limited liability company or other business entity possesses all the rights, privileges, immunities, powers and franchises of each constituent limited liability company or other business entity and is subject to all the restrictions, disabilities and duties of each of the parties to the extent that those rights, privileges, immunities, powers, franchises, restrictions, disabilities and duties are applicable.
[ 1999, c. 638, §33 (AMD) .]
4. Interests of constituent limited liability companies or other business entities. All property, real, personal and mixed and all debts due, including promises to make capital contributions and subscriptions for shares or interests, and all other choses in action and all other interests of or belonging to or due to each of the constituent entities vest in the surviving or resulting limited liability company or other business entity without further act or deed.
[ 1999, c. 638, §33 (AMD) .]
5. Real estate titles do not revert. The title to all real estate and any interest in real estate vested in a constituent limited liability company or other business entity do not revert and are not in any way impaired by reason of the merger or consolidation.
[ 1999, c. 638, §33 (AMD) .]
6. Liabilities and obligations. The surviving or resulting limited liability company or other business entity is liable for all liabilities and obligations of each of the constituent limited liability companies or other business entities so merged or consolidated and any claim existing or action or proceeding pending by or against a constituent limited liability company or other business entity may be prosecuted as if the merger or consolidation had not taken place or the surviving or resulting limited liability company or other business entity may be substituted in the action.
[ 1999, c. 638, §33 (AMD) .]
7. Impairment of creditor's rights or liens. Neither the rights of creditors nor any liens on the property of a constituent limited liability company or other business entity are impaired by the merger or consolidation.
[ 1999, c. 638, §33 (AMD) .]
8. Membership or other interests. The membership or other interests in a limited liability company or the shares or other interests of another business entity that are to be converted or exchanged into interests, cash, obligations or other property under the terms of the merger or consolidation agreement are so converted and the former holders of the membership or other interests are entitled only to the rights provided in the merger or consolidation agreement or the rights otherwise provided by law.
[ 1999, c. 638, §33 (AMD) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 1999, c. 638, §33 (AMD). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
