Section 906. Effect of merger or consolidation  


Latest version.
  • (a) Upon  the  filing of the certificate of merger or consolidation by
      the department of state or on  such  date  subsequent  thereto,  not  to
      exceed  thirty  days,  as  shall  be  set forth in such certificate, the
      merger or consolidation shall be effected.
        (b) When such merger or consolidation has been effected:
        (1) Such  surviving  or  consolidated  corporation  shall  thereafter,
      consistently  with  its  certificate  of  incorporation  as  altered  or
      established by the merger or  consolidation,  possess  all  the  rights,
      privileges,  immunities,  powers and purposes of each of the constituent
      corporations.
        (2) All the property, real and personal,  including  subscriptions  to
      shares,  causes  of  action  and  every  other  asset  of  each  of  the
      constituent entities, shall  vest  in  such  surviving  or  consolidated
      corporation without further act or deed.
        (3) The  surviving  or  consolidated  corporation  shall assume and be
      liable for all the liabilities, obligations and penalties of each of the
      constituent entities.  No liability or obligation due or to become  due,
      claim  or  demand  for  any  cause existing against any such constituent
      entity, or any shareholder, member, officer or director  thereof,  shall
      be  released  or  impaired by such merger or consolidation. No action or
      proceeding, whether civil or criminal, then pending by  or  against  any
      such constituent entity, or any shareholder, member, officer or director
      thereof, shall abate or be discontinued by such merger or consolidation,
      but  may  be  enforced,  prosecuted,  settled  or compromised as if such
      merger  or  consolidation  had  not  occurred,  or  such  surviving   or
      consolidated  corporation  may  be substituted in such action or special
      proceeding in place of any constituent entity.
        (4) In the case of a merger, the certificate of incorporation  of  the
      surviving  corporation  shall be automatically amended to the extent, if
      any, that changes in its certificate of incorporation are set  forth  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  a  certificate  of incorporation of a
      corporation formed under  this  chapter  shall  be  its  certificate  of
      incorporation.