(1) Every other corporation that is a party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;

(2) The title to all real estate and other property owned by each corporate party to the merger is vested in the surviving corporation without reversion or impairment;

(3) The surviving corporation assumes all liabilities of each corporation party to the merger;

(4) A legal 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;

(5) The Articles of Incorporation of the surviving corporation are amended to the extent provided in the plan of merger; and

(6) The shares of each corporate party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation into cash 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 18 Guam Code Ann. §§ 3301 through 3502.

(b) 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 18 Guam Code Ann. §§ 3301 through 3502.

COL070307
18 Guam Code Ann. BUSINESS STRUCTURE & FUNCTION
CH. 9 MERGER AND SHARE EXCHANGE