§ 906 — Effect of merger or consolidation

New York § 906

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 9: Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges

Text

§ 906. Effect of merger or consolidation.\n (a) Upon the filing of the certificate of merger or consolidation by\nthe department of state or on such date subsequent thereto, not to\nexceed thirty days, as shall be set forth in such certificate, the\nmerger or consolidation shall be effected.\n (b) When such merger or consolidation has been effected:\n (1) Such surviving or consolidated corporation shall thereafter,\nconsistently with its certificate of incorporation as altered or\nestablished by the merger or consolidation, possess all the rights,\nprivileges, immunities, powers and purposes of each of the constituent\ncorporations.\n (2) All the property, real and personal, including subscriptions to\nshares, causes of action and every other asset of each of the\nconstituent entities, shall vest in such surviving or consolidated\ncorporation without further act or deed.\n (3) The surviving or consolidated corporation shall assume and be\nliable for all the liabilities, obligations and penalties of each of the\nconstituent entities. No liability or obligation due or to become due,\nclaim or demand for any cause existing against any such constituent\nentity, or any shareholder, member, officer or director thereof, shall\nbe released or impaired by such merger or consolidation. No action or\nproceeding, whether civil or criminal, then pending by or against any\nsuch constituent entity, or any shareholder, member, officer or director\nthereof, shall abate or be discontinued by such merger or consolidation,\nbut may be enforced, prosecuted, settled or compromised as if such\nmerger or consolidation had not occurred, or such surviving or\nconsolidated corporation may be substituted in such action or special\nproceeding in place of any constituent entity.\n (4) In the case of a merger, the certificate of incorporation of the\nsurviving corporation shall be automatically amended to the extent, if\nany, that changes in its certificate of incorporation are set forth in\nthe plan of merger; and, in the case of a consolidation, the statements\nset forth in the certificate of consolidation and which are required or\npermitted to be set forth in a certificate of incorporation of a\ncorporation formed under this chapter shall be its certificate of\nincorporation.\n