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Current as of March 28, 2024 | Updated by Findlaw Staff
(a) When a merger becomes effective:
(1) The surviving organization continues or comes into existence;
(2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3) All property owned by each constituent organization that ceases to exist vests in the surviving organization;
(4) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;
(5) An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred;
(6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8) Except as otherwise agreed, if a constituent corporation ceases to exist, the merger does not dissolve the corporation for purposes of § 4-26-1101 et seq.; and
(9) Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective.
(b)(1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the obligation.
(2) A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the surviving organization:
(A) Fails to appoint an agent for service of process under § 4-20-112;
(B) No longer has an agent for service of process; or
(C) Has an agent for service of process that cannot with reasonable diligence be served.
Cite this article: FindLaw.com - Arkansas Code Title 4. Business and Commercial Law § 4-26-1010. Effect of merger - last updated March 28, 2024 | https://codes.findlaw.com/ar/title-4-business-and-commercial-law/ar-code-sect-4-26-1010/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.
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