§ 602 — Effect of merger

New York § 602

• Jurisdiction: New York
• Law BNK: Banking
• Art. 13: Merger; Voluntary Dissolution; Superintendent's Taking Possession; Reorganization; Liquidation

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§ 602. Effect of merger. At the time when a merger becomes effective:\n (1) the receiving corporation shall be considered the same business\nand corporate entity as each corporation merged into it;\n (2) all of the property, rights, powers and franchises of any\ncorporation that shall be so merged shall vest in the receiving\ncorporation and the receiving corporation shall be subject to and be\ndeemed to have assumed all of the debts, liabilities, obligations and\nduties of such merged corporation and to have succeeded to all of its\nrelationships, fiduciary or otherwise, as fully and to the same extent\nas if such property, rights, powers, franchises, debts, liabilities,\nobligations, duties and relationships had been originally acquired,\nincurred or entered into by the receiving corporation;\n (3) any reference to a merged corporation in any contract, will or\ndocument, whether executed or taking effect before or after the merger,\nshall be considered a reference to the receiving corporation if not\ninconsistent with the other provisions of the contract, will or\ndocument;\n (4) a pending action or other judicial proceeding to which any\ncorporation that shall be so merged is a party, shall not be deemed to\nhave abated or to have discontinued by reason of the merger, but may be\nprosecuted to final judgment, order or decree in the same manner as if\nthe merger had not been made; or the receiving corporation may be\nsubstituted as a party to such action or proceeding, and any judgment,\norder or decree may be rendered for or against it that might have been\nrendered for or against such other corporation if the merger had not\noccurred.\n No corporation organized under or subject to the provisions of this\nchapter which subsequent to January first, nineteen hundred\nthirty-eight, receives or has received into itself by merger pursuant to\nany provision of law a corporation organized under or subject to the\nprovisions of any law other than this chapter shall, through such\nmerger, acquire power to engage in any business or to exercise any\nright, privilege or franchise which is not conferred by the provisions\nof this chapter upon such receiving corporation.\n