Delaware Code Title 5 Sec. 2008 – Effect of merger, consolidation or conversion
(a) Upon the merger or consolidation becoming effective, the several associations, or federal savings and loan associations, parties to the plan of merger or consolidation, shall be a single association or federal savings and loan association, which, in the case of a merger, shall be that association or federal savings and loan association designated in the plan of merger as the surviving association or federal savings and loan association, and, in the case of a consolidation, shall be the new association or federal savings and loan association provided for in the plan of consolidation. The separate existence of all associations, parties to the plan of merger or consolidation, shall cease, except, in the case of a merger, that of the surviving association or federal savings and loan association.
Terms Used In Delaware Code Title 5 Sec. 2008
- 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.
(b) All the property, real, personal, and mixed, of each of the associations or federal savings and loan associations, parties to the plan of merger, consolidation, or conversion, and all debts or obligations due to any of them, including subscriptions to shares, and other choses in action belonging to either or any of them, shall be taken and deemed to be transferred to and vested in the surviving, new or converted association or federal savings and loan association, as the case may be, without further act or deed. The surviving, new or converted association or federal savings and loan association shall thenceforth be responsible for all the liabilities and obligations of each of the associations or federal savings and loan associations so merged, consolidated or converted; but the liabilities of the merging, consolidating or converting associations or federal savings and loan associations, or of their shareholders, directors, or officers, shall not be affected, nor shall the rights of the creditors thereof or of any persons dealing with such associations or federal savings and loan associations, or any liens upon the property of such associations or federal savings and loan associations, be impaired by such merger, consolidation or conversion, and any claim existing or action or proceeding pending by or against any of such associations or federal savings and loan associations may be prosecuted to judgment as if such merger, consolidation or conversion had not taken place, or the surviving, new or converted association may be proceeded against or substituted in its place.
(c) In the case of a merger, the articles of incorporation of the surviving association shall be deemed to be amended to the extent, if any, that changes in its articles are stated in the articles of merger; and in the case of a consolidation or conversion into a converted association, the statements set forth in the articles of consolidation or conversion, and which are required or permitted to be set forth in the articles of incorporation of associations formed under the general corporation laws of this State, shall be deemed to be the articles of incorporation of the new or converted association.
5 Del. C. 1953, § ?2008; 49 Del. Laws, c. 253.;