50-73.48:4 - Effect of merger - Virginia Statutes

§ 50-73.48:4. Effect of merger.

When a merger takes effect:

1. The separate existence of every domestic limited partnership that is aparty to the merger except the surviving domestic limited partnership, ifany, ceases;

2. The title to all real estate and other property owned by each domesticlimited partnership party to the merger is vested in the surviving domesticor foreign partnership, limited partnership, limited liability company,business trust or corporation without reversion or impairment;

3. The surviving domestic or foreign partnership, limited partnership,limited liability company, business trust or corporation has all liabilitiesof each domestic limited partnership party to the merger;

4. A proceeding pending by or against any domestic limited partnership partyto the merger may be continued as if the merger had not occurred, or thesurviving domestic or foreign partnership, limited partnership, limitedliability company, business trust or corporation may be substituted in theproceeding for the domestic limited partnership whose existence ceased;

5. If a domestic limited partnership is the surviving entity of the merger,the certificate of limited partnership and partnership agreement of thatlimited partnership is amended to the extent provided in the plan of merger;and

6. The former holders of partnership interests of every domestic limitedpartnership party to the merger are entitled only to the rights provided inthe plan of merger.

(1992, c. 575; 1997, c. 190; 2003, c. 340.)