16-10a-1106 - Effect of merger or share exchange. - Utah Statutes

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16-10a-1106. Effect of merger or share exchange.
(1) When a merger takes effect:
(a) Every other corporation party to the merger merges into the surviving corporation andthe separate existence of every corporation except the surviving corporation ceases.
(b) The title to all real estate and other property owned by each corporation party to themerger is transferred to and vested in the surviving corporation without reversion or impairment.The transfer to and vesting in the surviving corporation occurs by operation of law. No consentor approval of any other person is required in connection with the transfer or vesting unlessconsent or approval is specifically required in the event of merger by law or by express provisionin any contract, agreement, decree, order, or other instrument to which any of the corporations somerged is a party or by which it is bound.
(c) The surviving corporation has all liabilities of each corporation party to the merger.
(d) A proceeding pending against any corporation party to the merger may be continuedas if the merger did not occur, or the surviving corporation may be substituted in the proceedingfor the corporation whose existence ceased.
(e) The articles of incorporation of the surviving corporation are amended to the extentprovided in the plan of merger.
(f) The shares of each corporation party to the merger, which are to be converted intoshares, obligations, or other securities of the surviving or any other corporation or into money orother property, are converted, and the former holders of the shares are entitled only to the rightsprovided in the articles of merger or to their rights under Part 13.
(2) When a share exchange takes effect, the shares of each acquired corporation areexchanged as provided in the plan, and the former holders of the shares are entitled only to theexchange rights provided in the articles of share exchange or to their rights under Part 13.

Enacted by Chapter 277, 1992 General Session

State Codes and Statutes

Statutes > Utah > Title-16 > Chapter-10a > 16-10a-1106

16-10a-1106. Effect of merger or share exchange.
(1) When a merger takes effect:
(a) Every other corporation party to the merger merges into the surviving corporation andthe separate existence of every corporation except the surviving corporation ceases.
(b) The title to all real estate and other property owned by each corporation party to themerger is transferred to and vested in the surviving corporation without reversion or impairment.The transfer to and vesting in the surviving corporation occurs by operation of law. No consentor approval of any other person is required in connection with the transfer or vesting unlessconsent or approval is specifically required in the event of merger by law or by express provisionin any contract, agreement, decree, order, or other instrument to which any of the corporations somerged is a party or by which it is bound.
(c) The surviving corporation has all liabilities of each corporation party to the merger.
(d) A proceeding pending against any corporation party to the merger may be continuedas if the merger did not occur, or the surviving corporation may be substituted in the proceedingfor the corporation whose existence ceased.
(e) The articles of incorporation of the surviving corporation are amended to the extentprovided in the plan of merger.
(f) The shares of each corporation party to the merger, which are to be converted intoshares, obligations, or other securities of the surviving or any other corporation or into money orother property, are converted, and the former holders of the shares are entitled only to the rightsprovided in the articles of merger or to their rights under Part 13.
(2) When a share exchange takes effect, the shares of each acquired corporation areexchanged as provided in the plan, and the former holders of the shares are entitled only to theexchange rights provided in the articles of share exchange or to their rights under Part 13.

Enacted by Chapter 277, 1992 General Session

State Codes and Statutes

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State Codes and Statutes

Statutes > Utah > Title-16 > Chapter-10a > 16-10a-1106

16-10a-1106. Effect of merger or share exchange.
(1) When a merger takes effect:
(a) Every other corporation party to the merger merges into the surviving corporation andthe separate existence of every corporation except the surviving corporation ceases.
(b) The title to all real estate and other property owned by each corporation party to themerger is transferred to and vested in the surviving corporation without reversion or impairment.The transfer to and vesting in the surviving corporation occurs by operation of law. No consentor approval of any other person is required in connection with the transfer or vesting unlessconsent or approval is specifically required in the event of merger by law or by express provisionin any contract, agreement, decree, order, or other instrument to which any of the corporations somerged is a party or by which it is bound.
(c) The surviving corporation has all liabilities of each corporation party to the merger.
(d) A proceeding pending against any corporation party to the merger may be continuedas if the merger did not occur, or the surviving corporation may be substituted in the proceedingfor the corporation whose existence ceased.
(e) The articles of incorporation of the surviving corporation are amended to the extentprovided in the plan of merger.
(f) The shares of each corporation party to the merger, which are to be converted intoshares, obligations, or other securities of the surviving or any other corporation or into money orother property, are converted, and the former holders of the shares are entitled only to the rightsprovided in the articles of merger or to their rights under Part 13.
(2) When a share exchange takes effect, the shares of each acquired corporation areexchanged as provided in the plan, and the former holders of the shares are entitled only to theexchange rights provided in the articles of share exchange or to their rights under Part 13.

Enacted by Chapter 277, 1992 General Session