48-21-108 - Effect of merger or share exchange. - Tennessee Statutes

48-21-108. Effect of merger or share exchange.

(a)  When a merger becomes effective:

     (1)  The corporation or limited partnership that is a party to the merger or is created thereby and is designated in the plan of merger as an entity surviving the merger shall survive, and the separate existence of every other corporation or limited partnership that is a party to the merger shall cease;

     (2)  All property owned by each corporation or limited partnership that is a party to the merger shall be vested in the surviving corporation or limited partnership without reversion or impairment;

     (3)  All liabilities of each corporation or limited partnership that is a party to the merger shall be vested in the surviving corporation or limited partnership;

     (4)  A proceeding pending against any corporation or limited partnership that is a party to the merger may be continued as if the merger did not occur or the surviving corporation or limited partnership may be substituted in the proceeding for any corporation or limited partnership whose existence ceased in the merger;

     (5)  The charter of the surviving corporation or the certificate of limited partnership of the surviving domestic or foreign limited partnership shall be amended to the extent provided in the plan of merger or exchange;

     (6)  The charter of the surviving domestic corporation or the certificate of limited partnership of the surviving domestic or foreign limited partnership created by the plan of merger shall become effective; and

     (7)  The shares of each corporation that are to be converted into shares, units, cash or other property, obligations, rights to purchase securities or other securities of a party to the merger shall be converted or exchanged, and the former holders of such shares shall be entitled only to the rights provided in the plan of merger or to their rights under chapter 23 of this title.

(b)  When an exchange takes effect, the shares of each corporation that are to be exchanged for shares, units, cash or other property, obligations, or other securities of any other corporation or limited partnership that is a party to the exchange shall be exchanged, and the former holders of such shares shall be entitled only to the rights provided in the plan of exchange or to their rights under chapter 23 of this title.

(c)  Unless otherwise provided by law, no holder of shares of a domestic corporation or units of a domestic limited partnership that is a party to the merger or exchange, who, prior to the merger or exchange, was not liable for the liabilities or obligations of such corporation or limited partnership shall, by virtue of the merger or exchange, become liable for the liabilities or obligations of the domestic corporation or limited partnership surviving the merger or exchange without such holder's prior written consent.

(d)  Any holder of shares of a domestic corporation or units of a domestic limited partnership that is a party to the merger or exchange, who, prior to the merger or exchange, was liable for the liabilities or obligations of such corporation or limited partnership that is a party to the merger or exchange shall not be released from such liabilities or obligations by reason of the merger or exchange.

(e)  A merger or exchange shall take effect upon the date the articles of merger or exchange are filed as provided in § 48-21-107(b) or on such later date as may be specified in the plan of merger or exchange.

[Acts 1986, ch. 887, § 11.06; 1994, ch. 776, § 41; T.C.A., § 48-21-106.]