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This entry was published on 2014-09-22
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SECTION 905
Effect of merger or consolidation
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 9
§ 905. Effect of merger or consolidation.

(a) Upon the filing of the certificate of merger and consolidation by
the department of state or on such date subsequent thereto, not to
exceed thirty days, as shall be set forth in such certificate, the
merger or consolidation shall be effected.

(b) When such merger or consolidation has been effected:

(1) Such surviving or consolidated corporation shall thereafter,
consistently with its certificate of incorporation as altered or
established by the merger or consolidation, possess all the rights,
privileges, immunities, powers and purposes of each of the constituent
corporations.

(2) All the property, real and personal, including causes of action
and every other asset of each of the constituent corporations, shall
vest in such surviving or consolidated corporation without further act
or deed, except as otherwise provided in paragraph (b) of section 907
(Approval by the Supreme Court). Except as the court may otherwise
direct, as provided in section 8-1.1 of the Estates, Powers and Trusts
Law, any disposition made in the will of a person dying domiciled in
this state or in any other instrument executed under the laws of this
state, taking effect after such merger or consolidation, to or for any
of the constituent corporations shall inure to the benefit of the
surviving or consolidated corporation. So far as is necessary for that
purpose, or for the purpose of a like result with respect to a
disposition governed by the law of any other jurisdiction, the existence
of each constituent domestic corporation shall be deemed to continue in
and through the surviving or consolidated corporation.

(3) The surviving or consolidated corporation shall assume and be
liable for all the liabilities, obligations and penalties of each of the
constituent corporations. No liability or obligation due or to become
due, claim or demand for any cause existing against any such
corporation, or any member, officer or director thereof, shall be
released or impaired by such merger or consolidation. No action or
proceeding, whether civil or criminal, then pending by or against any
such constituent corporation, or any member, officer or director
thereof, shall abate or be discontinued by such merger or consolidation,
but may be enforced, prosecuted, settled or comprised as if such merger
or consolidation had not occurred, or such surviving or consolidated
corporation may be substituted in such action or special proceeding in
place of any constituent corporation.

(4) In the case of a merger, the certificate of incorporation of the
surviving corporation shall be automatically amended to the extent, if
any, that changes in its certificate of incorporation are set forth in
the plan of merger; and, in the case of a consolidation, the statements
set forth in the certificate of consolidation and which are required or
permitted to be set forth in a certificate of incorporation of a
corporation formed under this chapter shall be its certificate of
incorporation.