§ 17-16-1107 — Effect of merger or share exchange

(a) When a merger becomes effective:
(i) The corporation or eligible entity that is
designated in the plan of merger as the survivor continues or
comes into existence, as the case may be and the separate
existence of every corporation or eligible entity that is merged
into the survivor ceases;
(ii) Reserved;
(iii) All property owned by, and every contract right
possessed by, each corporation or eligible entity that merges
into the survivor is vested in the survivor without reversion or
impairment;
(iv) All liabilities of each corporation or eligible
entity that is merged into the survivor are vested in the
survivor;
(v) The name of the survivor may, but need not be,
substituted in any pending proceeding for the name of any party
to the merger whose separate existence ceased in the merger;
(vi) The articles of incorporation or organic
documents of the survivor are amended to the extent provided in
the plan of merger;
(vii) The shares of each corporation that is a party
to the merger, and the interests in an eligible entity that is a
party to a merger, that are to be converted under the plan of
merger into shares, eligible interests, obligations, rights to
acquire securities, other securities, or eligible interests,
cash, other property, or any combination of the foregoing, are
converted, and the former holders of the shares or eligible
interests are entitled only to the rights provided in the plan
of merger or to any rights they may have under article 13 of
this chapter or the organic law of the eligible entity; and
(viii) The articles of incorporation or organic
documents of a survivor that is created by the merger become
effective.
(b) When a share exchange becomes effective, the shares of
each domestic corporation that are to be exchanged for shares or
other securities, interests, obligations, rights to acquire
shares or other securities, cash, other property, or any
combination of the foregoing, are entitled only to the rights
provided to them in the plan of share exchange or to any rights
they may have under article 13 of this chapter.
(c) A person who becomes subject to owner liability for
some or all of the debts, obligations or liabilities of any
entity as a result of a merger or share exchange shall have
owner liability only to the extent provided in the organic law
of the entity and only for those debts, obligations and
liabilities that arise after the effective time of the articles
of merger or share exchange.
(d) Upon a merger becoming effective, a foreign
corporation, or a foreign eligible entity, that is the survivor
of the merger is deemed to:
(i) Appoint the secretary of state as its agent for
service of process in a proceeding to enforce the rights of
shareholders of each domestic corporation that is a party to the
merger who exercise appraisal rights; and
(ii) Agree that it will promptly pay the amount, if
any, to which such shareholders are entitled under article 13.
(e) The effect of a merger or share exchange on the owner
liability of a person who had owner liability for some or all of
the debts, obligations or liabilities of a party to the merger
or share exchange shall be as follows:
(i) The merger or share exchange does not discharge
any owner liability under the organic law of the entity in which
the person was a shareholder or interest holder to the extent
any owner liability arose before the effective time of the
articles of merger or share exchange;
(ii) The person shall not have owner liability under
the organic law of the entity in which the person was a
shareholder or interest holder prior to the merger or share
exchange for any debt, obligation or liability that arises after
the effective time of the articles of merger or share exchange;
(iii) The provisions of the organic law of any entity
for which the person had owner liability before the merger or
share exchange shall continue to apply to the collection or
discharge of any owner liability preserved by paragraph (i) of
this subsection, as if the merger or share exchange had not
occurred;
(iv) The person shall have whatever rights of
contribution from other persons are provided by the organic law
of the entity for which the person had owner liability with
respect to any owner liability preserved by paragraph (i) of
this subsection, as if the merger or share exchange had not
occurred.