§ 711.190 — Effect of merger or conversion of Oregon bank; rights, powers, duties and liabilities of resulting financial institution

Oregon § 711.190

• Jurisdiction: Oregon
• Vol.: 18
• Title 53: Financial Institutions
• Ch. 711: Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency

Text

(1) When a merger or conversion of an Oregon bank becomes effective:
(a) The separate existence of each Oregon bank participating in the plan of merger or conversion, except the existence of the resulting financial institution, ends; and
(b) The resulting financial institution is an entity with all the property, rights, powers and duties of all parties to the merger or the converting financial institution, except as affected by the laws applicable to the resulting financial institution and by the charter, articles of incorporation and bylaws of the resulting financial institution.
(2) All property, debts, choses in action and every other interest of each merging or converting financial institution are transferred to and vested in the resulting financial institution without any further act or deed of any party to the merger or conversion. The title to or any interest in any real estate vested in any merging or converting financial institution may not revert or be impaired because of the merger or conversion.
(3) When a merger or conversion becomes effective, the resulting financial institution shall be liable for all liabilities and obligations of each of the merging or converting financial institutions. Any existing or pending claim, action or proceeding by or against any merging or converting financial institution may be prosecuted as if the merger or conversion had not taken place, or the resulting financial institution may be substituted in its place. A merger or conversion may not impair the rights of creditors or depositors of a merging or converting financial institution or any liens upon the property of a merging or converting financial institution.
(4) Unless prohibited under applicable law, a resulting financial institution may use the name of the merging financial institution or the converting financial institution whenever it can do any act under the name more conveniently.
(5) Any reference to a merging or converting financial institution in any writing, whether executed or taking effect before or after the merger or conversion, is a reference to the resulting financial institution if consistent with the other provisions of the writing, and if the resulting financial institution is authorized to exercise the powers conferred or required by the writing.

Legislative History

Formerly 711.040