§ 21-533 — Effect of merger

When a merger under section 21-530 becomes effective, in addition to the effects stated in sections 21-171 to 21-174 :
(1) as provided in the plan of merger, each protected series of each merging company which was established before the merger:
(A) is a relocated protected series or continuing protected series; or
(B) is dissolved, wound up, and terminated;
(2) any protected series to be established as a result of the merger is established;
(3) any relocated protected series or continuing protected series is the same person without interruption as it was before the merger;
(4) all property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment;
(5) all debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series;
(6) except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series;
(7) the new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding;
(8) if provided in the plan of merger:
(A) a person becomes an associated member or protected-series transferee of a relocated protected series or continuing protected series;
(B) a person becomes an associated member of a protected series established by the surviving company as a result of the merger;
(C) any change in the rights or obligations of a person in the person’s capacity as an associated member or protected-series transferee of a relocated protected series or continuing protected series take effect; and
(D) any consideration to be paid to a person that before the merger was an associated member or protected-series transferee of a relocated protected series or continuing protected series is due; and
(9) any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.

Legislative History

Source: Laws 2018, LB1121, § 34.