Utah Code 16-10a-1106. Effect of merger or share exchange

16-10a-1106. Effect of merger or share exchange.

(1)

When a merger takes effect:

Terms Used In Utah Code 16-10a-1106

Articles of incorporation: include :

(a)	amended and restated articles of incorporation;

(b)	articles of merger; and

(c)

a document of a similar import to those described in Subsections (4)(a) and (b). See Utah Code 16-10a-102

Contract: A legal written agreement that becomes binding when signed.

Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.

Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.

Person: means :Utah Code 68-3-12.5

Proceeding: includes :

(a)	a civil suit;

(b)	arbitration or mediation; and

(c)	a criminal, administrative, or investigatory action. See Utah Code 16-10a-102 Property: includes both real and personal property. See Utah Code 68-3-12.5 Share: means the unit into which the proprietary interests in a corporation are divided. See Utah Code 16-10a-102
(a)	Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases.

(b)

The title to all real estate and other property owned by each corporation party to the merger is transferred to and vested in the surviving corporation without reversion or impairment. The transfer to and vesting in the surviving corporation occurs by operation of law. No consent or approval of any other person is required in connection with the transfer or vesting unless consent or approval is specifically required in the event of merger by law or by express provision in any contract, agreement, decree, order, or other instrument to which any of the corporations so merged is a party or by which it is bound.

(c)	The surviving corporation has all liabilities of each corporation party to the merger.

(d)	A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur, or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.

(e)	The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger.

(f)

The shares of each corporation party to the merger, which are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into money or other property, are converted, and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under 13.

(2)	When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under 13.

Amended by Chapter 189, 2014 General Session

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