§ 23-1-40-6 — Effect of merger

Indiana § 23-1-40-6

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1: INDIANA BUSINESS CORPORATION LAW
• Ch. 40: Merger and Share Exchange

Text

(a) When a merger takes effect:
(1) every other corporation party to the merger merges into the
surviving corporation and the separate existence of every
corporation except the surviving corporation ceases;
(2) the title to all real estate and other property owned by each
corporation party to the merger is vested in the surviving
corporation without reversion or impairment;
(3) the surviving corporation has all liabilities of each corporation
party to the merger;
(4) a proceeding pending against any corporation party to the
merger may be continued as if the merger did not occur or the
surviving corporation may be substituted in the proceeding for the
corporation whose existence ceased;
(5) the articles of incorporation of the surviving corporation are
amended to the extent provided in the plan of merger; and
(6) the shares of each corporation party to the merger that are to
be converted into shares, obligations, or other securities of the
surviving or any other corporation or into cash or other property
are converted and the former holders of the shares are entitled
only to the rights provided in the articles of merger or to their
rights under IC 23-1-44.
(b) When a share exchange takes effect, the shares of each acquired
corporation are exchanged as provided in the plan and the former
holders of the shares are entitled only to the exchange rights provided
in the articles of share exchange or to their rights under IC 23-1-44.
(c) After a merger or share exchange takes effect as provided in this
section, any terms of the plan of merger or plan of share exchange that
are not included in the articles of incorporation shall be considered to
be contract rights only, and not part of the governing documents of the
corporation.

Legislative History

As added by P.L.149-1986, SEC.24. Amended by P.L.107-1987, SEC.18.