21-533. Effect of merger.

346 words·~2 min read·/ne/chapter-21/21-533

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

When a merger under section 21-530 becomes effective, in addition to the effects stated in sections 21-171 to 21-174 :

(1)as provided in the plan of merger, each protected series of each merging company which was established before the merger:

(A)is a relocated protected series or continuing protected series; or

(B)is dissolved, wound up, and terminated;

(2)any protected series to be established as a result of the merger is established;

(3)any relocated protected series or continuing protected series is the same person without interruption as it was before the merger;

(4)all property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment;

(5)all debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series;

(6)except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series;

(7)the new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding;

(8)if provided in the plan of merger:

(A)a person becomes an associated member or protected-series transferee of a relocated protected series or continuing protected series;

(B)a person becomes an associated member of a protected series established by the surviving company as a result of the merger;

(C)any change in the rights or obligations of a person in the person’s capacity as an associated member or protected-series transferee of a relocated protected series or continuing protected series take effect; and

(D)any consideration to be paid to a person that before the merger was an associated member or protected-series transferee of a relocated protected series or continuing protected series is due; and

(9)any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.