Kentucky Statutes 272A.16-080 – Effect of merger
Current as of: 2024 | Check for updates
|
Other versions
When a merger becomes effective:
(1) The surviving entity continues or comes into existence;
(2) Each constituent entity that merges into the surviving entity ceases to exist as a separate entity;
(3) All property owned by each constituent entity that ceases to exist vests in the surviving entity;
(4) All debts, liabilities, and other obligations of each constituent entity that ceases to exist continue as obligations of the surviving entity;
(5) An action or proceeding pending by or against any constituent entity that ceases to exist may be continued as if the merger had not occurred;
(6) Except as prohibited by law other than this chapter, all rights, privileges, immunities, powers, and purposes of each constituent entity that ceases to exist vest in the surviving entity;
(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan take effect;
(8) Except as otherwise provided in the plan of merger, if a merging limited cooperative association ceases to exist, the merger does not dissolve the association for purposes of Subchapter 12 of this chapter;
(9) If the surviving entity is created by the merger, the articles of association become effective; and
(10) If the surviving entity is not created by the merger, any amendments made by the articles of merger for the organic rules of the surviving entity become effective.
Effective: July 12, 2012
History: Created 2012 Ky. Acts ch. 160, sec. 117, effective July 12, 2012.
(1) The surviving entity continues or comes into existence;
Terms Used In Kentucky Statutes 272A.16-080
- Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010
- Articles of association: means the articles of association of a limited cooperative association required by KRS §. See Kentucky Statutes 272A.1-020
- Constituent entity: means an entity that is a party to a merger. See Kentucky Statutes 272A.16-010
- Cooperative: means a limited cooperative association or an entity organized under any cooperative law of any jurisdiction. See Kentucky Statutes 272A.1-020
- Entity: means an entity or a foreign entity, both as defined in KRS §. See Kentucky Statutes 272A.1-020
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Surviving entity: means an entity into which one (1) or more other entities are merged, whether the entity existed before the merger or is created by the merger. See Kentucky Statutes 272A.16-010
(2) Each constituent entity that merges into the surviving entity ceases to exist as a separate entity;
(3) All property owned by each constituent entity that ceases to exist vests in the surviving entity;
(4) All debts, liabilities, and other obligations of each constituent entity that ceases to exist continue as obligations of the surviving entity;
(5) An action or proceeding pending by or against any constituent entity that ceases to exist may be continued as if the merger had not occurred;
(6) Except as prohibited by law other than this chapter, all rights, privileges, immunities, powers, and purposes of each constituent entity that ceases to exist vest in the surviving entity;
(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan take effect;
(8) Except as otherwise provided in the plan of merger, if a merging limited cooperative association ceases to exist, the merger does not dissolve the association for purposes of Subchapter 12 of this chapter;
(9) If the surviving entity is created by the merger, the articles of association become effective; and
(10) If the surviving entity is not created by the merger, any amendments made by the articles of merger for the organic rules of the surviving entity become effective.
Effective: July 12, 2012
History: Created 2012 Ky. Acts ch. 160, sec. 117, effective July 12, 2012.