(a) When a merger becomes effective:

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Terms Used In Tennessee Code 61-3-1109

  • Appraisal: A determination of property value.
  • Governor: means :
    (A) A director of a business corporation. See Tennessee Code 61-3-1101
  • Interest: means :
    (A) A share in a business corporation. See Tennessee Code 61-3-1101
  • Interest holder: means :
    (A) A shareholder of a business corporation. See Tennessee Code 61-3-1101
  • Interest holder liability: means :
    (A) Personal liability for a liability of an entity that is imposed on a person:
    (i) Solely by reason of the status of the person as an interest holder. See Tennessee Code 61-3-1101
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Merger: means a transaction authorized by §. See Tennessee Code 61-3-1101
  • Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Tennessee Code 61-3-1101
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Organic law: means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. See Tennessee Code 61-3-1101
  • Organic rules: means the public organic record and private organic rules of an entity. See Tennessee Code 61-3-1101
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Tennessee Code 61-3-101
  • Plan: means a plan of merger, plan of conversion, or plan of domestication. See Tennessee Code 61-3-1101
  • Plan of merger: means a plan under §. See Tennessee Code 61-3-1101
  • Property: means all property, whether real, personal, mixed, or tangible or intangible, or any right or interest in such property. See Tennessee Code 61-3-101
  • Record: when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Tennessee Code 61-3-101
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Tennessee Code 61-3-101
  • Surviving entity: means the entity that continues in existence after or is created by a merger. See Tennessee Code 61-3-1101
  • Transfer: includes :
    (A) An assignment. See Tennessee Code 61-3-101
(1) The surviving entity continues or comes into existence;
(2) Each merging entity that is not the surviving entity ceases to exist;
(3) All property of each merging entity vests in the surviving entity without transfer, reversion, or impairment;
(4) All debts, obligations, and other liabilities of each merging entity are debts, obligations, and other liabilities of the surviving entity;
(5) Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging entity vest in the surviving entity;
(6) If the surviving entity exists before the merger:

(A) All of the surviving entity’s property continues to be vested in it without transfer, reversion, or impairment;
(B) The surviving entity remains subject to all of its debts, obligations, and other liabilities; and
(C) All the surviving entity’s rights, privileges, immunities, powers, and purposes continue to be vested in it;
(7) The name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding;
(8) If the surviving entity exists before the merger:

(A) The surviving entity’s public organic record, if any, is amended to the extent provided in the statement of merger; and
(B) The surviving entity’s private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger;
(9) If the surviving entity is created by the merger, its private organic rules become effective and:

(A) If the surviving entity is a filing entity, its public organic record becomes effective; and
(B) If the surviving entity is a limited liability partnership, its application for registration becomes effective; and
(10) The interests in each merging entity that are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under § 61-3-1103 and the merging entity’s organic law.
(b) Except as otherwise provided in the organic law or organic rules of a merging entity, the merger does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the merging entity.
(c) When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that are incurred after the merger becomes effective.
(d) When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging limited partnership with respect to which the person had interest holder liability is subject to the following:

(1) The merger does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the merger became effective;
(2) The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the merger becomes effective;
(3) This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under subdivision (d)(1) as if the merger had not occurred; and
(4) The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the partnership agreement of the domestic merging limited partnership with respect to any interest holder liability preserved under subdivision (d)(1) as if the merger had not occurred.
(e) When a merger becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging limited partnership as provided in § 61-3-119.
(f) When a merger becomes effective, the registration to do business in this state of any foreign merging entity that is not the surviving entity is cancelled.
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