Georgia § 14-2-1106 - Effect of merger or share exchange.

§ 14-2-1106. Effect of merger or share exchange.

When a merger governed by this article takes effect: Every other corporation or entity party to the merger merges into the surviving corporation or entity and the separate existence of every corporation or entity except the surviving corporation or entity ceases; The title to all real estate and other property owned by, and every contract right possessed by, each corporation or entity party to the merger is vested in the surviving corporation or entity without reversion or impairment, without further act or deed, and without any conveyance, transfer, or assignment having occurred; The surviving corporation or entity has all liabilities of each corporation or entity party to the merger; A proceeding pending against any corporation or entity party to the merger may be continued as if the merger did not occur or the surviving corporation or entity may be substituted in the proceeding for the corporation or entity whose existence ceased; The articles of incorporation or other governing documents of the surviving corporation or entity are amended to the extent provided in the plan of merger; and The shares of each corporation party to the merger and the shares of each of the entities party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted and the former holders of the shares are entitled only to the rights provided in the plan of merger or to their rights otherwise provided by law. 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 share exchange rights provided in the plan of share exchange or to their rights under Article 13 of this chapter. For purposes of this Code section, the definitions contained in Code Section 14-2-1109 shall be applicable. (Code 1981, § 14-2-1106 , enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 17; Ga. L. 2003, p. 897, § 9.) Cross references. - Determination of rate of employer contribution to Unemployment Compensation Fund in cases of merger or consolidation of corporations, § 34-8-122 . Code Commission notes. - Pursuant to Code Section 28-9-5, in 2003, "this article" was substituted for "Article 11 of this chapter" in subsection (a). Law reviews. - For survey article on business associations, see 34 Mercer L. Rev. 13 (1982). For article, "2006 Amendments to Georgia's Corporate Code and Alternative Entity Statutes," see 12 Ga. St. B. J. 12 (2007). For article, "2013 Georgia Corporation and Business Organization Case Law Developments," see 19 Ga. St. B. J. 28 (April 2014). For article, "2014 Georgia Corporation and Business Organization Case Law Developments," see 20 Ga. St. B. J. 26 (April 2015).