§3446. Effects of merger or consolidation

A. Consummation of a merger or consolidation has the effects provided in this Section:

(1) The constituent entities party to the agreement of merger or consolidation shall be a single entity which, in the case of a merger, shall be the entity designated in the agreement of merger as the surviving entity and, in the case of a consolidation, shall be the new entity provided for in the agreement of consolidation.

(2) The separate existence of each constituent entity, except the surviving entity or the new entity, shall cease.

(3) The surviving or new entity shall thereupon and thereafter possess all the rights, privileges, immunities, powers, and franchises possessed by each of the constituent entities and shall be subject to all the restrictions, disabilities, and duties of each of such constituent entities to the extent such rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to the form of existence of the surviving entity or the new entity.

(4) All of the property and assets of whatsoever kind or description of each of the constituent entities, and all debts due on whatever account to any of them, including subscriptions for shares, promises to make capital contributions, and all other choses in action, belonging to any of them, shall be taken and be deemed to be transferred to and vested in the surviving or new entity without further act or deed.

(5) The title to all immovables and any interest therein vested in any such constituent entity shall not revert or be in any way impaired by reason of such merger or consolidation.

(6) The surviving or new entity shall thenceforth be responsible and liable for all liabilities and obligations of each of the constituent entities so merged or consolidated. Any claim existing or action or proceeding pending by or against any such constituent entity may be prosecuted as if such merger or consolidation had not taken place, or the surviving or new entity may be substituted in the action.

(7) Neither the rights of creditors nor any liens on the property of any constituent entity shall be impaired by the merger or consolidation.

(8) In the case of a merger, the certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, articles or certificate of incorporation, or articles of organization, as the case may be, of the surviving entity shall be amended to the extent provided in the certificate of merger.

(9) 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, articles or agreement of partnership, partnership in commendam, or limited partnership, articles or certificate of incorporation, or articles of organization, as the case may be, of the new entity shall be deemed to be the original certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, articles or certificate of incorporation, or articles of organization, as the case may be, of the new entity.

(10) The interests in a partnership, partnership in commendam, or limited partnership, shares or other interests in a corporation, or membership interests in a limited liability company that is a constituent entity, as the case may be, that are to be converted or exchanged into interests, shares, or other securities, cash, obligations, or other property under the terms of the agreement of merger or consolidation shall be so converted. The former holders thereof shall be entitled only to the rights provided in the agreement of merger or consolidation or the rights otherwise provided by law.

B. Nothing in this Chapter shall abridge or impair any dissenter's or appraisal rights that may otherwise be available to the members or shareholders or other holders of an interest in any constituent entity.

Acts 1992, No. 780, §1, eff. July 7, 1992.