N.H. Rev. Stat. § 304-C:159

Current through Chapter 381 of the 2024 Legislative Session

Section 304-C:159 - Merger Effects

A merger under this act has the following effects:

I. Each constituent entity shall be merged into a single entity, which shall be the entity designated in the plan of merger as the surviving entity;

II. Each constituent entity, except the surviving entity, shall cease to exist;

III. The surviving entity shall thereupon and thereafter possess all the rights, privileges, immunities, and powers 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 type of business entity that is the surviving entity;

IV. All property, real, personal, and mixed, and all debts due on whatever account, including promises to make capital contributions and subscriptions for shares, and all other related claims, 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 without further act or deed;

V. 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;

VI. As of the effective date the surviving entity shall be liable for all liabilities and obligations of each of the constituent entities so merged, and any claim existing or action or proceeding pending by or against any such constituent entity may be prosecuted as if such merger had not taken place, or the surviving entity may be substituted in the action;

VII. Neither the rights of creditors nor any liens on the property of any constituent entity shall be impaired by the merger; and

VIII. The interests in a limited liability company or shares or other interests in an other business entity that are to be converted or exchanged into interests, shares or other securities, cash, obligations, or other property under the terms of the merger agreement are so converted, and the former holders of these interests are entitled only to the rights provided in the merger agreement or the rights otherwise provided by law.

RSA 304-C:159

Entire chapter added by 2012, 232:2, eff. 1/1/2013.

2012, 232:2, eff. Jan. 1, 2013.