ORS 65.494
Effect of merger
(1)
Each corporation that was a party to the merger merges into the surviving corporation and the separate existence of each corporation except the surviving corporation ceases;(2)
The title to all real estate and other property owned by each corporation that was a party to the merger is vested in the surviving corporation without reversion or impairment and is subject to any and all conditions to which the property was subject before the merger;(3)
The surviving corporation has all liabilities and obligations of each corporation that was a party to the merger;(4)
The surviving corporation remains subject to any restriction that a gift instrument imposes on assets that any party to the merger holds;(5)
A proceeding pending against any corporation that was a 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;(6)
The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger; and(7)
The memberships or shares of each nonprofit corporation, domestic business corporation or foreign business corporation that was a party to the merger that are to be converted into memberships, obligations, shares or other securities of the surviving corporation or any other corporation or into cash or other property are converted and the former holders of the memberships or shares are entitled only to the rights provided in the articles of merger. [1989 c.1010 §122; 2019 c.174 §85]
Source:
Section 65.494 — Effect of merger, https://www.oregonlegislature.gov/bills_laws/ors/ors065.html.
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