(a)When a merger becomes effective:
(1)The surviving organization continues or comes into existence;
(2)Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3)All property owned by each constituent organization that ceases to exist vests in the surviving organization;
(4)All debts, obligations, or other liabilities of each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization;
(5)An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;
(6)Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each
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(a) When a merger becomes effective: (1) The surviving organization continues or comes into existence; (2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) All property owned by each constituent organization that ceases to exist vests in the surviving organization; (4) All debts, obligations, or other liabilities of each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization; (5) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred; (6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (8) Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of §§ 47-34A-801 to 47-34A-812 , inclusive; (9) If the surviving organization is created by the merger: (A) If it is a limited liability company, the certificate of organization becomes effective; or (B) If it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and (10) If the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective. (b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the secretary of state under this subsection must be made in the same manner as in § 47-34A-206 .