LD 1539
pg. 52
Page 51 of 101 An Act To Amend the Laws Relating to Corporations, Limited Partnerships, Limite... Page 53 of 101
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LR 1942
Item 1

 
A. The corporation or other eligible entity that is
designated in the plan of merger as the survivor continues or
comes into existence, as the case may be;

 
B. The separate existence of every corporation or other
eligible entity that is merged into the survivor ceases;

 
C. All property owned by and every contract right possessed
by each corporation or other eligible entity that merges
into the survivor is vested in the survivor without
reversion or impairment;

 
D. All liabilities of each corporation or other eligible
entity that is merged into the survivor are vested in the
survivor;

 
E. The name of the survivor may but need not be substituted
in any pending proceeding for the name of any party to the
merger whose separate existence ceased in the merger;

 
F. The articles of incorporation or organizational
documents of the survivor are amended to the extent provided
in the plan of merger;

 
G. The articles of incorporation or organizational
documents of a survivor that is created by the merger become
effective; and

 
H. The shares of each corporation that is a party to the
merger and the eligible interests in an other eligible
entity that is a party to a merger that are to be converted
under the plan of merger into shares, eligible interests,
obligations, rights to acquire securities shares, other
securities or eligible interests, cash or other property or
any combination thereof are converted, and the former
holders of the shares or eligible interests are entitled
only to the rights provided to them in the plan of merger or
to any rights they may have under chapter 13 or the organic
law of the eligible entity.

 
2. Share exchange. When a share exchange becomes effective,
the shares of each domestic corporation that are to be exchanged
for shares or, other securities, eligible interests, obligations,
rights to acquire shares or other securities or eligible
interests, cash or other property or any combination thereof are
entitled only to the rights provided to them in the plan of share
exchange or to any rights they may have under chapter 13.


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