10-11106 - Arizona Statutes

10-11106. Effect of merger or membership exchange A. When a merger takes effect: 1. Every other corporation that is a party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases. 2. The title to all real estate and other property owned by each corporation that is a party to the merger is vested automatically in the surviving corporation without reversion or impairment, subject to any and all conditions to which the property was subject prior to the merger. 3. The surviving corporation automatically has all of the liabilities of each corporation that is a party to the merger. 4. A proceeding pending against any corporation that is a party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased. 5. The articles of incorporation of the surviving corporation are amended to the extent provided in the articles of amendment and merger. 6. The memberships of each corporation that is a party to merger that are to be converted into memberships, obligations or other interests in the surviving or any other corporation or into cash or other property are converted, and the former holders of the memberships are entitled only to the rights provided in the plan of merger. B. When a membership exchange takes effect, the memberships of each acquired corporation are exchanged as provided in the plan, and the former members are entitled only to the exchange rights provided in the plan of membership exchange.