Guam § 9106 - Effect of Merger or Share Exchange.

§ 9106. Effect of Merger or Share Exchange.

(a) When a merger takes effect:

(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 GCA §§ 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 GCA §§ 3301 through 3502.

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18 GCA BUSINESS S TRUCTURE & FUNCTION