21-29,127. Effect of merger or consolidation.
When a merger or consolidation becomes effective:
(1) The surviving organization continues or comes into existence;
(2) Each constituent organization that merges or consolidates into the surviving organization ceases to exist as a separate entity;
(3) All property owned by each constituent organization that ceases to exist vests in the surviving organization;
(4) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;
(5) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger or consolidation had not occurred;
(6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(7) Except as otherwise provided in the plan of merger or consolidation, the terms and conditions of the plan take effect;
(8) Except as otherwise agreed, if a constituent limited cooperative association ceases to exist, the merger or consolidation does not dissolve the limited cooperative association for purposes of section 21-2987;
(9) If the surviving organization is created by the merger or consolidation:
(a) If it is a limited cooperative association, the articles of organization become effective; or
(b) If it is an organization other than a limited cooperative association, the organizational document that creates the organization becomes effective; and
(10) If the surviving organization exists before the merger or consolidation, any amendments provided for in the articles of merger or consolidation for the organizational document that created the organization become effective.
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