Title 14, Chapter 3, Section 1105
( 14-3-1105)
When a merger takes effect: (1) Every other corporation or entity party to the merger merges
into the surviving corporation or entity and the separate
existence of every corporation except the surviving corporation or
entity ceases; (2) The title to all real estate and other property owned by each
corporation or entity party to the merger is vested in the
surviving corporation or entity without reversion or impairment
subject to any and all conditions to which the property was
subject prior to the merger; (3) The surviving corporation or entity has all liabilities and
obligations of each corporation or entity party to the merger; (4) A proceeding pending against any corporation or entity party
to the merger may be continued as if the merger did not occur or
the surviving corporation or entity may be substituted in the
proceeding for the corporation or entity whose existence ceased;
and (5) The articles of incorporation and bylaws of the surviving
corporation or entity are amended to the extent provided in the
plan of merger. |