65-25-219 - Effect of consolidation or merger. - Tennessee Statutes

65-25-219. Effect of consolidation or merger.

The effect of consolidation or merger shall be as follows:

     (1)  The several cooperatives which are parties to the consolidation or merger shall be a single cooperative, which, in the case of a consolidation, shall be the new cooperative provided for in the articles of consolidation, and, in the case of a merger, shall be that cooperative designated in the articles of merger as the surviving cooperative, and the separate existence of all such cooperatives, except the new or surviving cooperative, shall cease;

     (2)  Such new or surviving cooperatives shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a cooperative organized under the provisions of this part, and shall possess all the rights, privileges, immunities and franchises, as well of a public as of a private nature, and all property, real and personal, applications for membership, all debts due on whatever account, and all other choses in action, of each of the consolidating or merging cooperatives. Furthermore, all and every interest of, or belonging or due to, each of the cooperatives so consolidated or merged shall be taken and deemed to be transferred to and vested in such new or surviving cooperative without further act or deed; and the title to any real estate, or any interest therein, under the laws of this state, vested in any such cooperatives shall not revert or be in any way impaired by such consolidation or merger;

     (3)  Such new or surviving cooperative shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the cooperatives so consolidated or merged, and any claim existing, or action or proceeding pending, by or against any of such cooperatives, may be prosecuted as if such consolidation or merger had not taken place, but such new or surviving cooperative may be substituted in its place;

     (4)  Neither the rights of creditors nor any liens upon the property of any such cooperatives shall be impaired by such consolidation or merger; and

     (5)  In the case of a consolidation, the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperatives; and in the case of a merger, the articles of incorporation of the surviving cooperative shall be deemed to be amended to the extent, if any, that changes in the articles of incorporation of the surviving cooperative are provided for in the articles of merger.

[Acts 1988, ch. 689, § 2.]