Arizona Laws 6-466. Effect of merger
A. The continuing association or corporation shall be considered the same business and corporate entity as each merging association or corporation, with all of the property, rights, powers, duties, and obligations of each merging association or corporation, except as otherwise provided by the articles of incorporation of the continuing association or corporation.
Terms Used In Arizona Laws 6-466
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- Association: means every association to which this chapter applies as defined in the section concerning scope of chapter. See Arizona Laws 6-401
- Continuing association: means the association that continues to exist after a merger of associations has been effected. See Arizona Laws 6-401
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Merger: includes consolidation. See Arizona Laws 6-401
- Merging association: means an association that plans or effects a merger with one or more other associations in accordance with the provisions of this chapter concerning merger. See Arizona Laws 6-401
- Property: includes both real and personal property. See Arizona Laws 1-215
- Writing: includes printing. See Arizona Laws 1-215
B. All liabilities of each of the merging associations or corporations are liabilities of the continuing association or corporation. All of the rights, franchises, and interests of each of the merging associations or corporations in and to every kind of property, real, personal or mixed, shall vest automatically in the continuing association or corporation, without any deed or other transfer.
C. Any reference to a merging association or corporation in any writing, whether executed or effective before or after the merger, shall be deemed a reference to the continuing association or corporation, if not inconsistent with the other provisions of such writing.
D. No pending action or other judicial proceeding to which any merging association or corporation is a party shall be abated or discontinued by reason of the merger, but may be prosecuted to final judgment, order or decree in the same manner as if the merger had not occurred.