48-61-105 - Effect of merger. - Tennessee Statutes

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48-61-105. Effect of merger.

When a merger takes effect:

(1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;

(2) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment;

(3) The surviving corporation has all liabilities and obligations of each corporation party to the merger; provided, that trust obligations upon property of a disappearing corporation shall be limited to the property affected thereby immediately prior to the time the merger is effective;

(4) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and

(5) The charter and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.

[Acts 1987, ch. 242, § 11.05.]

State Codes and Statutes

Statutes > Tennessee > Title-48 > Chapter-61 > 48-61-105

48-61-105. Effect of merger.

When a merger takes effect:

(1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;

(2) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment;

(3) The surviving corporation has all liabilities and obligations of each corporation party to the merger; provided, that trust obligations upon property of a disappearing corporation shall be limited to the property affected thereby immediately prior to the time the merger is effective;

(4) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and

(5) The charter and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.

[Acts 1987, ch. 242, § 11.05.]

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State Codes and Statutes

Statutes > Tennessee > Title-48 > Chapter-61 > 48-61-105

48-61-105. Effect of merger.

When a merger takes effect:

(1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;

(2) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment;

(3) The surviving corporation has all liabilities and obligations of each corporation party to the merger; provided, that trust obligations upon property of a disappearing corporation shall be limited to the property affected thereby immediately prior to the time the merger is effective;

(4) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and

(5) The charter and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.

[Acts 1987, ch. 242, § 11.05.]