Texas Business Organizations Code - Section 10.008. Effect Of Merger
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§ 10.008. EFFECT OF MERGER. (a) When a merger takes
effect:
(1) the separate existence of each domestic entity
that is a party to the merger, other than a surviving or new
domestic entity, ceases;
(2) all rights, title, and interests to all real
estate and other property owned by each organization that is a party
to the merger is allocated to and vested, subject to any existing
liens or other encumbrances on the property, in one or more of the
surviving or new organizations as provided in the plan of merger
without:
(A) reversion or impairment;
(B) any further act or deed; or
(C) any transfer or assignment having occurred;
(3) all liabilities and obligations of each
organization that is a party to the merger are allocated to one or
more of the surviving or new organizations in the manner provided by
the plan of merger;
(4) each surviving or new domestic organization to
which a liability or obligation is allocated under the plan of
merger is the primary obligor for the liability or obligation, and,
except as otherwise provided by the plan of merger or by law or
contract, no other party to the merger, other than a surviving
domestic entity or non-code organization liable or otherwise
obligated at the time of the merger, and no other new domestic
entity or non-code organization created under the plan of merger is
liable for the debt or other obligation;
(5) any proceeding pending by or against any domestic
entity or by or against any non-code organization that is a party to
the merger may be continued as if the merger did not occur, or the
surviving or new domestic entity or entities or the surviving or new
non-code organization or non-code organizations to which the
liability, obligation, asset, or right associated with that
proceeding is allocated to and vested in under the plan of merger
may be substituted in the proceeding;
(6) the governing documents of each surviving domestic
entity are amended to the extent provided by the plan of merger;
(7) each new filing entity whose certificate of
formation is included in the plan of merger under this chapter, on
meeting any additional requirements, if any, of this code for its
formation, is formed as a domestic entity under this code as
provided by the plan of merger;
(8) the ownership or membership interests of each
organization that is a party to the merger and that are to be
converted or exchanged, in whole or part, into ownership or
membership interests, obligations, rights to purchase securities,
or other securities of one or more of the surviving or new
organizations, into cash or other property, including ownership or
membership interests, obligations, rights to purchase securities,
or other securities of any organization, or into any combination of
these are converted and exchanged and the former owners or members
who held ownership or membership interests of each domestic entity
that is a party to the merger are entitled only to the rights
provided by the plan of merger or, if applicable, any rights to
receive the fair value for the ownership or membership interests
previously held by them provided under this code; and
(9) notwithstanding Subdivision (4), the surviving or
new organization named in the plan of merger as primarily obligated
to pay the fair value of an ownership or membership interest under
Section 10.003(2) is the primary obligor for that payment and all
other surviving or new organizations are secondarily liable for
that payment.
(b) If the plan of merger does not provide for the
allocation and vesting of the right, title, and interest in any
particular real estate or other property or for the allocation of
any liability or obligation of any party to the merger, the
unallocated property is owned in undivided interest by, or the
liability or obligation is the joint and several liability and
obligation of, each of the surviving and new organizations, pro
rata to the total number of surviving and new organizations
resulting from the merger.
(c) If a surviving organization in a merger is not a
domestic entity, the surviving organization is considered to have:
(1) appointed the secretary of state in this state as
the organization's agent for service of process in a proceeding to
enforce any obligation of a domestic entity that is a party to the
merger; and
(2) agreed to promptly pay to the dissenting owners or
members of each domestic entity that is a party to the merger who
have the right of dissent and appraisal under this code the amount,
if any, to which they are entitled under this code.
(d) If the surviving organization in a merger is not a
domestic entity, the organization shall register to transact
business in this state if the entity is required to register for
that purpose by another provision of this code.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. Amended by
Acts 2005, 79th Leg., ch. 64, § 35, eff. Jan. 1, 2006.
Section: 10.001 10.002 10.003 10.004 10.005 10.006 10.007 10.008 10.009 10.010 10.051 10.052 10.053 10.054 10.055
Last modified: August 11, 2007
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