347.730. Consummation of merger or consolidation, effects--no impairment of shares or rights. - Missouri Statutes

Consummation of merger or consolidation, effects--no impairment ofshares or rights.

347.730. 1. Consummation of a merger or consolidationshall have the following effects:

(1) The constituent entities party to the agreement ofmerger or consolidation shall be a single entity which, in thecase of a merger, shall be the entity designated in the agreementof merger as the surviving entity and, in the case of aconsolidation, shall be the new entity provided for in theagreement of consolidation;

(2) The separate existence of each constituent entity,except the surviving entity or the new entity, shall cease;

(3) The surviving or new entity shall thereupon andthereafter possess all rights, privileges, immunities, powers,and franchises possessed by each of the constituent entities andshall be subject to all restrictions, disabilities, and duties ofeach of such constituent entities to the extent such rights,privileges, immunities, powers, franchises, restrictions,disabilities, and duties are applicable to the form of existenceof the surviving entity or the new entity;

(4) All rights, causes of action, property and assets ofwhatsoever kind or description whether real, personal, tangible,or intangible, of each of the constituent entities, and all debtsdue on whatever account to any of them, including subscriptionsfor shares, promises to make capital contributions, and all othercauses in action, belonging to any of them, shall be taken and bedeemed to be transferred to and vested in the surviving or newentity without further act or deed;

(5) Title to all real or personal property and any interesttherein vested in any constituent entity shall not revert or bein any way impaired by reason of such merger or consolidation;

(6) The surviving or new entity shall thereafter beresponsible and liable for all liabilities and obligations ofeach of the constituent entities. Any claim existing or actionor proceeding pending by or against any constituent entity may beprosecuted as if such merger or consolidation had not takenplace, or the surviving or new entity may be substituted in theaction;

(7) Neither the rights of creditors nor any liens on theproperty of any constituent entity shall be impaired by themerger or consolidation;

(8) In the case of a merger, the organizational documentsof the surviving entity shall be amended to the extent providedin the agreement or articles of merger and the organizationaldocuments, of each other domestic constituent entity shall bedeemed canceled by the filing of the certificate of merger orconsolidation by the secretary of state pursuant to subsection 2of section 347.725;

(9) In the case of a consolidation, the statements setforth in the agreement or articles of consolidation and which arerequired or permitted to be set forth in the organizationaldocuments of the new entity shall be deemed to be the originalorganizational documents of the new entity and the organizationaldocuments of each other domestic constituent entity shall bedeemed canceled by the filing by the secretary of state pursuantto subsection 2 of section 347.725; and

(10) The interests, shares, or their equivalent, in eachconstituent entity, that are to be converted or exchanged intointerests, shares, or other securities, cash, obligations, orother property under the terms of the agreement of merger orconsolidation shall be so converted. The former holders thereofshall be entitled only to the rights provided in the agreement of*merger or consolidation or the rights otherwise provided by law.

2. Nothing in sections 347.700 to 347.735 shall abridge orimpair any dissenter's or appraisal shares or their equivalentrights that may otherwise be available to the members orshareholders or other holders of an interest, in any constituententity.

(L. 1993 S.B. 66 & 20 § 359.907)

Effective 12-1-93

*Word "or" appears in original rolls.