§ 905 — Effect of merger or consolidation

§ 905. Effect of merger or consolidation.\n (a) Upon the filing of the certificate of merger and 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 causes of action\nand every other asset of each of the constituent corporations, shall\nvest in such surviving or consolidated corporation without further act\nor deed, except as otherwise provided in paragraph (b) of section 907\n(Approval by the Supreme Court). Except as the court may otherwise\ndirect, as provided in section 8-1.1 of the Estates, Powers and Trusts\nLaw, any disposition made in the will of a person dying domiciled in\nthis state or in any other instrument executed under the laws of this\nstate, taking effect after such merger or consolidation, to or for any\nof the constituent corporations shall inure to the benefit of the\nsurviving or consolidated corporation. So far as is necessary for that\npurpose, or for the purpose of a like result with respect to a\ndisposition governed by the law of any other jurisdiction, the existence\nof each constituent domestic corporation shall be deemed to continue in\nand through the surviving or consolidated corporation.\n (3) The surviving or consolidated corporation shall assume and be\nliable for all the liabilities, obligations and penalties of each of the\nconstituent corporations. No liability or obligation due or to become\ndue, claim or demand for any cause existing against any such\ncorporation, or any member, officer or director thereof, shall be\nreleased or impaired by such merger or consolidation. No action or\nproceeding, whether civil or criminal, then pending by or against any\nsuch constituent corporation, or any member, officer or director\nthereof, shall abate or be discontinued by such merger or consolidation,\nbut may be enforced, prosecuted, settled or comprised as if such merger\nor consolidation had not occurred, or such surviving or consolidated\ncorporation may be substituted in such action or special proceeding in\nplace of any constituent corporation.\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