17:16J-13 - Effect; merger
17:16J-13. Effect; merger
Upon the merger of one depository institution into another, and after the merger agreement is approved, endorsed and filed:
a. The corporate existence of the merging depository shall be merged into that of the receiving depository, and all its rights, privileges and franchises, and its right, title and interest in and to all property of whatever kind, whether real, personal or mixed, and things in action, and every right, privilege, interest or asset of value or benefit then existing which would inure to it under an unmerged existence, shall be transferred to and vested in the depository into which it has merged, without further act or deed and without any right of reversion. The resulting depository shall have and hold the same in its own right as fully as the same was possessed and held by the merging depository;
b. The rights, liabilities, obligations and relations of the merging depository to any person shall remain unimpaired, and the resulting depository shall, by the merger, succeed to all the relations, obligations, and liabilities, as though it had itself assumed or incurred them. No obligation or liability of a member, depositor, or stockholder of a depository which is a party to a merger shall be affected by the merger, but the obligations and liabilities shall continue as they existed before the merger;
c. A pending action or other judicial proceeding to which a merging depository is a party shall not abate or be discontinued by reason of the merger, but may be prosecuted to final judgment, order or decree as if the merger has not been effected, or the resulting depository may be substituted as a party to the action or proceeding, and any judgment, order or decree may be rendered for or against it that might have been rendered for or against the other depository if the merger had not occurred;
d. Notwithstanding the provisions of any other law, the resulting depository shall, unless otherwise authorized by the commissioner, establish and maintain its principal office and branch offices at the locations specified in the merger agreement; and
e. If the merging depository provides trust services, all fiduciary and agency duties and relationships of the merging depository shall vest in the resulting depository and be performed by it in the same manner as though the resulting depository itself originally assumed the fiduciary agencies and relationships.
L.1982, c. 8, s. 13, eff. March 4, 1982.