17:16X-7. Merger deemed effective from filing of certification
7.A merger between a financial institution and a subsidiary other than a financial institution shall be effective from the filing with the commissioner of a certification of the president or a vice president of the financial institution setting forth that all of the conditions and requirements of this act and the commissioner's approval, if applicable, have been satisfied. When the merger has become effective:
a.The parties to the merger shall be a single corporation, which shall be the financial institution.
b.The separate existence of the subsidiary or subsidiaries which are parties to the plan of merger shall cease.
c.The financial institution shall possess all the rights, privileges, powers, immunities, purposes and franchises of each merging subsidiary except for any power or authority of a subsidiary which is not permitted to the financial institution by law.
d.All the real property and personal properties, tangible and intangible, of every kind and description belonging to each of the parties merged, and any action existing or proceeding pending by or against any such party, may be enforced as if the merger had not taken place. Neither the rights of any creditors nor any liens upon, or security interest in, the property of any party to the merger shall be impaired by the merger.
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Last modified: October 11, 2016