E. For each foreign corporation and each other eligible entity that was a party to the merger or share exchange, a statement that the participation of the foreign corporation or other eligible entity was duly authorized as required by the organic law of the corporation or other eligible entity.

Sec. B-102. 13-C MRSA §1106, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

2. File articles with Secretary of State. Articles of merger or share exchange must be delivered to the Secretary of State for filing by the survivor of the merger or the acquiring corporation in a share exchange and take effect at the effective time provided in section 125. Articles of merger or share exchange filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the organic law.

Sec. B-103. 13-C MRSA §§1107 and 1108, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

§1107. Effect of merger or share exchange

1. Merger. When a merger becomes effective:

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;