347.730. Consummation of merger or consolidation, effects — no impairment of shares or rights.

642 words·~3 min read·/mo/chapter-347/347-730

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

347.730. Consummation of merger or consolidation, effects — no impairment of shares or rights. — 1. Consummation of a merger or consolidation shall have the following effects:

(1)The constituent entities party to the agreement of merger or consolidation shall be a single entity which, in the case of a merger, shall be the entity designated in the agreement of merger as the surviving entity and, in the case of a consolidation, shall be the new entity provided for in the agreement of consolidation;

(2)The separate existence of each constituent entity, except the surviving entity or the new entity, shall cease;

(3)The surviving or new entity shall thereupon and thereafter possess all rights, privileges, immunities, powers, and franchises possessed by each of the constituent entities and shall be subject to all restrictions, disabilities, and duties of each of such constituent entities to the extent such rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to the form of existence of the surviving entity or the new entity;

(4)All rights, causes of action, property and assets of whatsoever kind or description whether real, personal, tangible, or intangible, of each of the constituent entities, and all debts due on whatever account to any of them, including subscriptions for shares, promises to make capital contributions, and all other causes in action, belonging to any of them, shall be taken and be deemed to be transferred to and vested in the surviving or new entity without further act or deed;

(5)Title to all real or personal property and any interest therein vested in any constituent entity shall not revert or be in any way impaired by reason of such merger or consolidation;

(6)The surviving or new entity shall thereafter be responsible and liable for all liabilities and obligations of each of the constituent entities. Any claim existing or action or proceeding pending by or against any constituent entity may be prosecuted as if such merger or consolidation had not taken place, or the surviving or new entity may be substituted in the action;

(7)Neither the rights of creditors nor any liens on the property of any constituent entity shall be impaired by the merger or consolidation;

(8)In the case of a merger, the organizational documents of the surviving entity shall be amended to the extent provided in the agreement or articles of merger and the organizational documents, of each other domestic constituent entity shall be deemed cancelled by the filing of the certificate of merger or consolidation by the secretary of state pursuant to subsection 2 of section 347.725 ;

(9)In the case of a consolidation, the statements set forth in the agreement or articles of consolidation and which are required or permitted to be set forth in the organizational documents of the new entity shall be deemed to be the original organizational documents of the new entity and the organizational documents of each other domestic constituent entity shall be deemed cancelled by the filing by the secretary of state pursuant to subsection 2 of section 347.725 ; and

(10)The interests, shares, or their equivalent, in each constituent entity, that are to be converted or exchanged into interests, shares, or other securities, cash, obligations, or other property under the terms of the agreement of merger or consolidation shall be so converted. The former holders thereof shall be entitled only to the rights provided in the agreement of * merger or consolidation or the rights otherwise provided by law.

2. Nothing in sections 347.700 to 347.735 shall abridge or impair any dissenter's or appraisal shares or their equivalent rights that may otherwise be available to the members or shareholders or other holders of an interest, in any constituent entity.

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(L. 1993 S.B. 66 & 20 § 359.907)

Effective 12-01-93

*Word "or" appears in original rolls.