(b) When any merger or consolidation shall have become effective under this chapter, no action, suit or proceeding, civil or criminal, then pending by or against any constituent limited liability company or other business entity in its common name shall abate or be discontinued by reason of such merger or consolidation, but may be prosecuted by or may proceed against such surviving or resulting domestic limited liability company or other business entity.

(c) Unless otherwise agreed, a merger or consolidation of a domestic limited liability company, including a domestic limited liability company that is not the surviving or resulting entity in the merger or consolidation, shall not require such domestic limited liability company to wind up its affairs under section seven hundred three of this chapter or pay its liabilities and distribute its assets under section seven hundred four of this chapter.

(d) A certificate of merger or consolidation shall act as articles of dissolution for a domestic limited liability company that is not the surviving or resulting entity in the merger or consolidation.

(e) Notwithstanding anything to the contrary contained in an operating agreement, an operating agreement containing a specific reference to this subdivision may provide that an agreement of merger or consolidation approved in accordance with subdivision (c) of section ten hundred two of this article may (i) effect any amendment to the operating agreement or (ii) effect the adoption of a new operating agreement for a domestic limited liability company if it is the surviving or resulting domestic limited liability company in the merger or consolidation. Any amendment to an operating agreement or adoption of a new operating agreement made pursuant to the foregoing sentence shall be effective at the effective time or date of the merger or consolidation. The provisions of this subdivision shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in an operating agreement or other agreement or as otherwise permitted by law, including that the operating agreement of any domestic limited liability company to the merger or consolidation (including a domestic limited liability company formed for the purpose of consummating a merger or consolidation) shall be the operating agreement of the surviving or resulting domestic limited liability company.