- 3 - On October 1, 1997, Cordes Finance Corp. and petitioner entered into an “Agreement and Plan of Merger of Cordes Finance Corp. with and into Eddie Cordes, Inc.” (merger agreement), under which Cordes Finance Corp. merged into petitioner. On December 30, 1997, the merger was effected under Oklahoma State law, and Cordes Finance Corp. ceased to exist. The terms of the merger agreement provided that all of Cordes Finance Corp.’s property, debts, and liabilities became petitioner’s property, debts, and liabilities. Specifically, the merger agreement provided as follows: From and after the Effective Date,[4] the Surviving Corporation[5] * * * shall be liable and responsible for all the liabilities and obligations of the Constituent Corporations. The rights of the creditors of the Constituent Corporations, or of any person dealing with such corporations, or any liens upon the property of such corporations, shall not be impaired by this merger, and any claim existing or action or proceeding pending by or against either of such corporations may be prosecuted to judgment as if this merger had not taken place, or the Surviving Corporation may be proceeded against or substituted in place of the Merging Corporation. 4The effective date of the merger agreement was defined therein as 2 p.m., Oct. 1, 1997. The actual effective date of the merger was Dec. 30, 1997. 5“Surviving Corporation” and “Merging Corporation” are defined in the merger agreement as Eddie Cordes, Inc. (petitioner), and Cordes Finance Corp., respectively. The merger agreement further provides that “Constituent Corporations” refers collectively to Eddie Cordes, Inc., and Cordes Finance Corp.Page: Previous 1 2 3 4 5 6 7 8 9 Next
Last modified: May 25, 2011