New Hampshire Revised Statutes 304-C:159 – Merger Effects
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A merger under this act has the following effects:
I. Each constituent entity shall be merged into a single entity, which shall be the entity designated in the plan of merger as the surviving entity;
II. Each constituent entity, except the surviving entity, shall cease to exist;
III. The surviving entity shall thereupon and thereafter possess all the rights, privileges, immunities, and powers of each constituent entity and shall be subject to all the restrictions, disabilities, and duties of each of such constituent entities to the extent such rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to the type of business entity that is the surviving entity;
IV. All property, real, personal, and mixed, and all debts due on whatever account, including promises to make capital contributions and subscriptions for shares, and all other related claims, and all and every other interest of or belonging to or due to each of the constituent entities shall be vested in the surviving entity without further act or deed;
V. The title to all real estate and any interest therein, vested in any such constituent entity shall not revert or be in any way impaired by reason of such merger;
VI. As of the effective date the surviving entity shall be liable for all liabilities and obligations of each of the constituent entities so merged, and any claim existing or action or proceeding pending by or against any such constituent entity may be prosecuted as if such merger had not taken place, or the surviving entity may be substituted in the action;
VII. Neither the rights of creditors nor any liens on the property of any constituent entity shall be impaired by the merger; and
VIII. The interests in a limited liability company or shares or other interests in an other business entity that are to be converted or exchanged into interests, shares or other securities, cash, obligations, or other property under the terms of the merger agreement are so converted, and the former holders of these interests are entitled only to the rights provided in the merger agreement or the rights otherwise provided by law.
I. Each constituent entity shall be merged into a single entity, which shall be the entity designated in the plan of merger as the surviving entity;
Terms Used In New Hampshire Revised Statutes 304-C:159
- Deed: The legal instrument used to transfer title in real property from one person to another.
- following: when used by way of reference to any section of these laws, shall mean the section next preceding or following that in which such reference is made, unless some other is expressly designated. See New Hampshire Revised Statutes 21:13
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- real estate: shall include lands, tenements, and hereditaments, and all rights thereto and interests therein. See New Hampshire Revised Statutes 21:21
II. Each constituent entity, except the surviving entity, shall cease to exist;
III. The surviving entity shall thereupon and thereafter possess all the rights, privileges, immunities, and powers of each constituent entity and shall be subject to all the restrictions, disabilities, and duties of each of such constituent entities to the extent such rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to the type of business entity that is the surviving entity;
IV. All property, real, personal, and mixed, and all debts due on whatever account, including promises to make capital contributions and subscriptions for shares, and all other related claims, and all and every other interest of or belonging to or due to each of the constituent entities shall be vested in the surviving entity without further act or deed;
V. The title to all real estate and any interest therein, vested in any such constituent entity shall not revert or be in any way impaired by reason of such merger;
VI. As of the effective date the surviving entity shall be liable for all liabilities and obligations of each of the constituent entities so merged, and any claim existing or action or proceeding pending by or against any such constituent entity may be prosecuted as if such merger had not taken place, or the surviving entity may be substituted in the action;
VII. Neither the rights of creditors nor any liens on the property of any constituent entity shall be impaired by the merger; and
VIII. The interests in a limited liability company or shares or other interests in an other business entity that are to be converted or exchanged into interests, shares or other securities, cash, obligations, or other property under the terms of the merger agreement are so converted, and the former holders of these interests are entitled only to the rights provided in the merger agreement or the rights otherwise provided by law.