Section: Outlines, analyses and headnotes not part of statutes
When a merger or consolidation has become effective:
a. The parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation;
b. The separate existence of all parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease;
c. The surviving or new corporation shall, to the extent consistent with its certificate of incorporation as amended or established by the merger or consolidation, possess all the rights, privileges, prerogatives, powers, immunities, purposes and franchises, both public and private, of each of the merging or consolidating corporations;
d. All real property and personal property, tangible and intangible, of every kind and description, belonging to each of the corporations so merged or consolidated shall be vested in the surviving or new corporation without further act or deed, and the title to any real estate or any interest therein, vested in any of the corporations shall not revert or be in any way impaired by reason of the merger or consolidation, but the real and personal property shall be and remain subject to any trusts on which it may have been theretofore held;
e. The surviving or new corporation shall assume, carry and discharge and shall be liable for all the obligations and liabilities of each of the corporations so merged or consolidated, and any claim existing or action or proceeding pending by or against any of the corporations may be enforced as if the merger or consolidation had not taken place, and neither the rights of creditors nor any liens upon, or security interests in, the property of any of the corporations shall be impaired by the merger or consolidation;
f. In the case of a merger, the certificate of incorporation of the surviving corporation shall, without further act or deed, be amended to the extent, if any, stated in the plan of merger, and, 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 of incorporation of corporations organized under this act shall be the certificate of incorporation of the new corporation;
g. The corporate entity of each corporation combined by merger or consolidation shall be continued for the sole purpose of enabling it to receive any devise made for its benefit and intended for its use and purposes as if the merger or consolidation had not been effected; the trustees of the surviving corporation or the new corporation shall for this purpose be deemed the trustees of each corporation merged or consolidated, and upon the receipt of the devise or the proceeds thereof, title to the property shall vest in the surviving or new corporation subject to any trust or other condition imposed in relation thereto.
L.1983, c. 127, s. 15A:10-6, eff. Oct. 1, 1983.
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