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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.
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Last modified: May 25, 2011