17:14A-45. Effect of merger or consolidation
Upon the merger or consolidation of two or more safe deposit companies:
a. The parties to the merger agreement or plan of consolidation shall be a single company, which, in the case of a merger, shall be the corporation designated in the merger agreement as the surviving company, and in the case of a consolidation, shall be the new company provided for in the consolidation plan;
b. The separate existence of all parties to the merger agreement or consolidation plan, except the surviving company or new company, shall cease;
c. The surviving or new company shall, to the extent consistent with its certificate of incorporation as amended or established by the merger or consolidation, possess all the rights, privileges, powers, immunities, purposes and franchises, both public and private, of each of the merging or consolidating companies;
d. All real property and personal property, tangible and intangible, of every kind and description, belonging to each of the companies so merged or consolidated shall be vested in the surviving or new company without further act or deed, and the title to any real estate, or any interest therein, vested in any of the companies shall not revert or be in any way impaired by reason of the merger or consolidation;
e. The surviving or new company shall be liable for all the obligations and liabilities of each of the companies so merged or consolidated, and any claim existing or action or proceeding pending by or against any of the companies may be enforced as if the merger or consolidation had not taken place and neither the rights of creditors nor any liens upon, or security interests in, the property of any of the companies shall be impaired by the merger or consolidation;
f. In the case of a merger, the certificate of incorporation of the surviving company shall, without further act or deed, be amended to the extent, if any, stated in the plan of merger, and, in the case of a consolidation, the statements set forth in the certificate of consolidation and which are required or permitted to be set forth in the certificate of incorporation of companies organized under this chapter shall be the certificate of incorporation of the new company; and
g. The directors named in the merger agreement or consolidation plan shall be the directors of the surviving company or new company and shall serve until the time new directors are elected at the annual meeting of stockholders following the effective date of the merger or consolidation.
L.1983, c. 566, s. 17:14A-45.
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Last modified: October 11, 2016