|
WILLIAM DONALD SCHAEFER, Governor Ch. 550
(i) The merger does not reclassify or change
its outstanding shares or otherwise amend its declaration of
trust; and
(ii) The number of shares to be issued or
delivered in the merger is not more than 15 percent of the number
of its shares of the same class or series outstanding immediately
before the merger becomes effective.
(n) (1) Consummation of a merger has the effects provided
in this subsection.
(2) The separate existence of each business trust,
[and] corporation, OR LIMITED PARTNERSHIP party to the articles,
except the successor, ceases.
(3) The shares of each business trust party to the
articles which are to be converted or exchanged under the terms
of the articles cease to exist, subject to the rights of an
objecting shareholder under subsection (i) of this section.
(4) In addition to any other purposes and powers set
forth in the articles, if the articles provide, the successor has
the purposes and powers of each party to the articles.
(5) (i) The assets of each party to the articles,
including any legacies which it would have been capable of
taking, transfer to, vest in, and devolve on the successor
without further act or deed.
(ii) Confirmatory deeds, assignments, or
similar instruments to evidence the transfer may be executed and
delivered at any time in the name of the transferring party to
the articles by its last acting officers or trustees or by the
appropriate officers or trustees of the successor.
(6) (i) The successor is liable for all the debts and
obligations of each nonsurviving party to the articles. An
existing claim, action, or proceeding pending by or against any
nonsurviving party to the articles may be prosecuted to judgment
as if the merger had not taken place, or, on motion of the
successor or any party, the successor may be substituted as a
party and the judgment against the nonsurviving party to the
articles constitutes a lien on the property of the successor.
(ii) A merger does not impair the rights of
creditors or any liens on the property of any business trust,
[or] corporation, OR LIMITED PARTNERSHIP party to the articles.
10-102.
(a) The name of each limited partnership as set forth in
its certificate:
- 3665 -
|