Sec. 5. (a) When a merger takes effect the following occur:
(1) Another corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases.
(2) The title to real property and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any conditions to which the property was subject before the merger.
(3) The surviving corporation has all liabilities and obligations of each corporation party to the merger.
(4) A proceeding pending against a corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.
(5) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.
(b) After a merger takes effect as provided in this article, any terms of the plan of merger that are not included in the articles of incorporation shall be considered to be contract rights only and not part of the governing document of the corporation.
As added by P.L.179-1991, SEC.1.
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