(1) The effect of a merger is determined by section 7-90-204.
The effect of a conversion is determined by section 7-90-202.
When a consolidation takes effect:
Each nonsurviving party to the consolidation consolidates into the surviving party,and the separate existence of every party to the consolidation except the surviving party ceases;
The title to all real estate and other property owned by each nonsurviving party istransferred to and vested in the surviving party without reversion or impairment. Such transfer to and vesting in the surviving party shall be deemed to occur by operation of law, and no consent or approval of any other person shall be required in connection with any such transfer or vesting unless such consent or approval is specifically required in the event of consolidation by law or by express provision in any contract, agreement, decree, order, or other instrument to which any of the parties so consolidated is a party or by which it is bound.
The surviving party has all liabilities of each party to the consolidation;
A proceeding pending against any party to the consolidation may be continued as ifthe consolidation did not occur or the surviving party may be substituted in the proceeding for the party whose existence ceased;
The articles of the surviving party are amended to the extent provided in the plan ofconsolidation; and
The shares of each such party to the consolidation that are to be converted into shares, obligations, or other securities of the surviving or any other party or into money or other property are converted, and the former holders of the shares or equity capital are entitled only to the rights provided in the statement of consolidation.
When a share or equity capital exchange takes effect, the shares or equity capital ofeach acquired party are exchanged as provided in the plan, and the former holders of the shares or equity capital are entitled only to the exchange rights provided in the articles of share or equity capital exchange.
Source: L. 96: Entire article R&RE, p. 515, § 1, effective July 1. L. 2004: (1) amended,
p. 1416, § 57, effective July 1. L. 2007: Entire section amended, p. 220, § 6, effective May 29.
Editor's note: This section is similar to former §§ 7-55-112, 7-56-108, 7-56-121, and 756-126 as they existed prior to 1996.