347.133. Consummation of merger or consolidation, effects--required filings.

MISSOURI STATUTES AND CODES

347.133. Consummation of merger or consolidation, effects--required filings.

Consummation of merger or consolidation, effects--required filings.

347.133. Consummation of a merger or consolidation shall have thefollowing effects:

(1) The separate existence of each party to the merger orconsolidation, except the surviving entity, ceases;

(2) The assets of each party to the merger or consolidation,including any legacies that it would have been capable of taking, transferto, vest in and devolve on the surviving entity without further act ordeed. Confirmatory deeds, assignments or similar instruments to evidencethe transfer may be executed and delivered at any time in the name of thetransferring party to the agreement of merger or consolidation by its lastacting members or managers, authorized officers or other authorized agentsor by the appropriate members, managers, authorized officers or otherauthorized agents of the surviving entity;

(3) The surviving entity is liable for all the debts and obligationsof each nonsurviving party to the merger or consolidation. Any existingclaim, action or proceeding pending by or against any nonsurviving party tothe merger or consolidation may be prosecuted to judgment as if the mergeror consolidation had not taken place, or, on motion of the surviving entityor any party, the surviving entity may be substituted as a party to theclaim, action or proceeding. A judgment against the nonsurviving party tothe merger or consolidation constitutes a lien on the surviving entity;

(4) A merger or consolidation does not impair the rights of creditorsor any liens on the property of any foreign or domestic person party to themerger or consolidation;

(5) In the case of a merger, the articles of organization of anysurviving domestic limited liability company shall be amended to the extentprovided in the notice of merger and the articles of organization of eachother domestic limited liability company shall be deemed canceled by thefiling of the notice of merger by the secretary of state;

(6) In the case of a consolidation, the statements set forth in theagreement or articles of consolidation and which are required or permittedto be set forth in the organizational documents of the new entity shall bedeemed to be the original organizational documents of the new entity andthe organizational documents of each other domestic constituent entityshall be deemed canceled by the filing of the notice of consolidation bythe secretary of state; and

(7) The interests in each limited liability company party to themerger or consolidation that are to be converted or exchanged intointerests, cash, obligations or other property pursuant to the terms of theagreement of merger or consolidation shall be so converted or exchanged.The former holders of such interests, cash, obligations or other propertyshall be entitled only to the rights provided in the agreement of merger orconsolidation or the rights otherwise provided by law.