§ 21-174 — Effect of merger

Nebraska § 21-174

• Jurisdiction: Nebraska
• Ch. 21: Corporations and Other Companies

Text

(RULLCA 1005) (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, obligations, or other liabilities of each constituent organization
that ceases to exist continue as debts, obligations, or other liabilities
of the surviving organization;
(5) an action or proceeding pending by or against
any constituent organization that ceases to exist may be continued 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; and
(8) except as otherwise
agreed, if a constituent limited liability company ceases to exist, the merger
does not dissolve the limited liability company for the purposes of sections 21-147 to 21-154 ;
(9)
if the surviving organization is created by the merger:
(A) if it is a limited
liability company, the certificate of organization becomes effective; or
(B) if it is an organization
other than a limited liability company, the organizational document that creates
the organization becomes effective; and
(10) if the surviving organization preexisted the
merger, any amendments provided for in the articles of merger for the organizational
document that created the organization become effective.
(b) A surviving organization
that is a foreign organization consents to the jurisdiction of the courts
of this state to enforce any debt, obligation, or other liability owed by
a constituent organization, if before the merger the constituent organization
was subject to suit in this state on the debt, obligation, or other liability.

Legislative History

Source: Laws 2010, LB888, § 74.