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Section: Classification and arrangement; effect on construction

Statute: 17:27-5

Upon such merger or consolidation, all the rights, franchises, and interests of the corporations so merging or consolidating in and to every species of property and things in action belonging to them, or either of them, shall be deemed to be transferred to and vest in the corporation resulting from such merger or consolidation, without any other deed or transfer, and the merged or consolidated corporation shall hold and enjoy the same to the same extent as if the merging or consolidating corporations, or either of them, had continued to retain their titles and transact business. The merged or consolidated corporation shall succeed to all the obligations and liabilities of the merging or consolidating corporations, or either of them, and shall be held liable to pay and discharge all such debts and liabilities in the same manner as though they had been incurred or contracted by it. The stockholders of the merging or consolidating corporations shall continue subject to all the liabilities, claims and demands, existing against them, or either of them, before such merger or consolidation took place. Any action or proceeding pending at the time of the consummation of the merger or consolidation in which either or all of the merging or consolidating corporations may be a party, shall not abate or discontinue by reason of the merger or consolidation, but the same may be prosecuted to final judgment in the same manner as if the merger or consolidation had not taken place; or the merged or consolidated corporation may be substituted in place of any corporation involved in such merger or consolidation by order of the court in which the action or proceeding may be pending. So far as they may be applicable, the provisions of this section shall apply to all corporations heretofore merged or consolidated. If the domicile of the corporation formed by or resulting from such merger or consolidation between a domestic corporation or corporations and a foreign corporation or corporations shall by the agreement be fixed or located in this State, such resulting domestic corporation shall thereafter, in addition to all other taxes now or hereafter required to be paid by domestic insurance companies, pay a tax in the same amount and manner as required of foreign insurance companies by sections 17:32-7, 54:17-1 to 3, and 54:18-1 to 7. Amended by L.1938, c. 259, p. 577, s. 5.

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