State Codes and Statutes

Statutes > Virginia > Title-13-1 > Chapter-14 > 13-1-1263

§ 13.1-1263. Effect of merger.

When a merger takes effect:

1. The separate existence of each business trust, corporation, partnership,limited partnership, or limited liability company party to the merger, exceptthe successor, ceases.

2. The shares of beneficial interests of each business trust party to themerger that are to be converted or exchanged under the terms of the mergercease to exist, subject to the rights of an objecting beneficial owner underthis article.

3. In addition to any other purposes and powers set forth in the articles ofmerger, if the articles of merger provide, the successor has the purposes andpowers of each party to the merger.

4. The title to all real estate and other property of each party to themerger is vested in the successor business trust without further reservationor impairment.

5. The successor has all the liabilities of each non-surviving party to themerger.

6. A governing instrument or an agreement of merger may provide thatcontractual dissenter's rights with respect to a beneficial interest in abusiness trust shall be available for any class or group of beneficial ownersor beneficial interests in connection with any amendment of a governinginstrument, any merger in which the business trust is a constituent party tothe merger or sale of all or substantially all of the business trust's assets.

(2002, c. 621.)

State Codes and Statutes

Statutes > Virginia > Title-13-1 > Chapter-14 > 13-1-1263

§ 13.1-1263. Effect of merger.

When a merger takes effect:

1. The separate existence of each business trust, corporation, partnership,limited partnership, or limited liability company party to the merger, exceptthe successor, ceases.

2. The shares of beneficial interests of each business trust party to themerger that are to be converted or exchanged under the terms of the mergercease to exist, subject to the rights of an objecting beneficial owner underthis article.

3. In addition to any other purposes and powers set forth in the articles ofmerger, if the articles of merger provide, the successor has the purposes andpowers of each party to the merger.

4. The title to all real estate and other property of each party to themerger is vested in the successor business trust without further reservationor impairment.

5. The successor has all the liabilities of each non-surviving party to themerger.

6. A governing instrument or an agreement of merger may provide thatcontractual dissenter's rights with respect to a beneficial interest in abusiness trust shall be available for any class or group of beneficial ownersor beneficial interests in connection with any amendment of a governinginstrument, any merger in which the business trust is a constituent party tothe merger or sale of all or substantially all of the business trust's assets.

(2002, c. 621.)


State Codes and Statutes

State Codes and Statutes

Statutes > Virginia > Title-13-1 > Chapter-14 > 13-1-1263

§ 13.1-1263. Effect of merger.

When a merger takes effect:

1. The separate existence of each business trust, corporation, partnership,limited partnership, or limited liability company party to the merger, exceptthe successor, ceases.

2. The shares of beneficial interests of each business trust party to themerger that are to be converted or exchanged under the terms of the mergercease to exist, subject to the rights of an objecting beneficial owner underthis article.

3. In addition to any other purposes and powers set forth in the articles ofmerger, if the articles of merger provide, the successor has the purposes andpowers of each party to the merger.

4. The title to all real estate and other property of each party to themerger is vested in the successor business trust without further reservationor impairment.

5. The successor has all the liabilities of each non-surviving party to themerger.

6. A governing instrument or an agreement of merger may provide thatcontractual dissenter's rights with respect to a beneficial interest in abusiness trust shall be available for any class or group of beneficial ownersor beneficial interests in connection with any amendment of a governinginstrument, any merger in which the business trust is a constituent party tothe merger or sale of all or substantially all of the business trust's assets.

(2002, c. 621.)