21-2651 Merger or consolidation; effect.
21-2651. Merger or consolidation; effect.Consummation of a merger or consolidation shall have the effects provided in this section:(1) The constituent entities which are a party to the plan of merger or consolidation shall be a single entity, which in the case of a merger shall be the entity designated in the plan of merger as the surviving entity and in the case of a consolidation shall be the new entity provided for in the plan of consolidation;(2) The separate existence of each constituent entity party to the plan of merger or consolidation, except the surviving entity or the new entity, shall cease;(3) The surviving entity or the new entity shall thereupon and thereafter possess all the rights, privileges, immunities, powers, and franchises, of a public as well as a private nature, of each constituent entity and shall be subject to all the restrictions, disabilities, and duties of each of such constituent entities to the extent such rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to the form of existence of the surviving entity or the new entity;(4) All property, real, personal, and mixed, all debts due on whatever account, including promises to make contributions to stated capital and subscriptions, all other choses in action, and all and every other interest of or belonging to or due to each of the constituent entities shall be vested in the surviving entity or the new entity without further act or deed;(5) The title to all real estate and any interest therein vested in any such constituent entity shall not revert or be in any way impaired by reason of such merger or consolidation;(6) The surviving entity or the new entity shall be responsible and liable for all liabilities and obligations of each of the constituent entities so merged or consolidated, and any claim existing or action or proceeding pending by or against any such constituent entity may be prosecuted as if such merger or consolidation had not taken place or the surviving entity or the new entity may be substituted in the action;(7) Neither the rights of creditors nor any liens on the property of any constituent entity shall be impaired by the merger or consolidation;(8) In the case of a merger, if the surviving entity or the new entity is a limited liability company, a corporation, or a limited partnership, the articles of organization of the limited liability company, articles or certificate of incorporation of the corporation, or certificate of limited partnership of the limited partnership, as the case may be, shall be amended to the extent provided in the articles of merger;(9) In the case of a consolidation in which the new entity is a limited liability company, corporation, or limited partnership, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of organization, articles or certificate of incorporation, or certificate of limited partnership, as the case may be, of the new entity, shall be deemed to be the original articles of organization, articles or certificate of incorporation, or certificate of limited partnership of the new entity;(10) The membership or other interests in a limited liability company, shares or other interests in a corporation, or partnership or other interests in a limited partnership that is a constituent entity, as the case may be, that are to be converted or exchanged into interests, shares or other securities, cash, obligations, or other property under the terms of the articles of merger or consolidation shall be so converted, and the former holders thereof shall be entitled only to the rights provided in the articles of merger or consolidation or the rights otherwise provided by law; and(11) Nothing in sections 21-2647 to 21-2652 shall abridge or impair any dissenter's or appraisal rights that may otherwise be available to the members or shareholders or other holders of an interest in any constituent entity. SourceLaws 1994, LB 884, § 50; Laws 1997, LB 631, § 23.Termination Date: January 1, 2013