Terms Used In New Jersey Statutes 16:1-43.6

  • 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.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Devise: To gift property by will.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • person: includes corporations, companies, associations, societies, firms, partnerships and joint stock companies as well as individuals, unless restricted by the context to an individual as distinguished from a corporate entity or specifically restricted to one or some of the above enumerated synonyms and, when used to designate the owner of property which may be the subject of an offense, includes this State, the United States, any other State of the United States as defined infra and any foreign country or government lawfully owning or possessing property within this State. See New Jersey Statutes 1:1-2
  • Personal property: All property that is not real property.
  • Personal property: includes goods and chattels, rights and credits, moneys and effects, evidences of debt, choses in action and all written instruments by which any right to, interest in, or lien or encumbrance upon, property or any debt or financial obligation is created, acknowledged, evidenced, transferred, discharged or defeated, in whole or in part, and everything except real property as herein defined which may be the subject of ownership. See New Jersey Statutes 1:1-2
  • State: extends to and includes any State, territory or possession of the United States, the District of Columbia and the Canal Zone. See New Jersey Statutes 1:1-2
  • territory: extends to and includes any territory or possession of the United States, the District of Columbia and the Canal Zone. See New Jersey Statutes 1:1-2
When the consolidation becomes effective, the constituent corporations shall be one corporation by the name provided in the agreement, and all of the rights, charter rights, privileges, exemptions, immunities, powers, prerogatives and franchises of each of the constituent corporations, real and personal property, wherever situated, funds, endowments, investments, legacies, remainders, estates in possession or expectancy, gifts, interests, and things in action, of or belonging to the constituent corporations, whether vested, contingent, accrued or to accrue, shall be vested in and be deemed to be transferred to the consolidated corporation without further act or deed, and shall be thereafter as effectually the property of and vested in the consolidated corporation as they were of the respective constituent corporations, and the title to any real estate, whether by deed, gift, will, devise, or otherwise, personal property, funds, endowments, investments, legacies, remainders, estates in possession or expectancy, gifts, interests, and things in action, under the laws of this or any other State, territory, or nation, vested in, or accruing or to accrue, or inuring to the benefit of, either of the constituent corporations, shall not revert or be in any way impaired, annulled or affected, by reason of the consolidation, but shall be fully vested in and inure to the benefit of the consolidated corporation.

All rights, all obligations and relations to any person, and all debts, liabilities, trusts and duties, of each of the constituent corporations, shall remain unimpaired, and the consolidated corporation shall, by the consolidation, succeed to all such rights, obligations, relations, debts, liabilities, trusts and duties, and shall execute and perform all of them, to the same uses and purposes, as nearly as may be, as those upon which they were to be executed and performed by the respective constituent corporations, and they may be enforced against it to the same extent and in the same manner as though it had itself assumed the obligations, relations or trusts, or incurred the debts, liabilities or duties.

All rights of creditors, and all liens upon the property, of the constituent corporations, shall be preserved unimpaired, and the constituent corporations shall be deemed to continue in existence in order to preserve the same.

No pending action or other judicial proceeding, to which either of the constituent corporations shall be a party, shall abate or be discontinued by reason of the consolidation, but the same may be prosecuted to final judgment against the consolidated corporation.

L.1944, c. 143, p. 383, s. 6. Amended by L.1953, c. 16, p. 141, s. 4, eff. March 19, 1953.

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