Guam § 281107 - Effect of Merger or Share Exchange.

§ 281107. Effect of Merger or Share Exchange.

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(a) When a merger becomes effective:

(1) the corporation or other entity that is designated in the plan of

merger as the survivor continues or comes into existence, as the case

may be;

(2) the separate existence of every corporation or other entity that

is merged into the survivor ceases;

(3) all property owned by, and every contract right possessed by,

each corporation or other entity that merges into the survivor is vested

in the survivor without reversion or impairment;

(4) all liabilities of each corporation or other entity that is merged

into the survivor are vested in the survivor;

(5) the name of the survivor may, but need not be, substituted in

any pending proceeding for the name of any party to the merger whose

separate existence ceased in the merger;

(6) the articles of incorporation or organizational documents of the

survivor are amended to the extent provided in the plan of merger;

(7) the articles of incorporation or organizational documents of a

survivor that is created by the merger become effective; and

(8) the shares of each corporation that is a party to the merger, and

the interests in an other entity that is a party to a merger, that are to be

converted under the plan of merger into shares, interests, obligations,

rights to acquire securities, other securities, cash, other property, or any

combination of the foregoing, are converted, and the former holders of

such shares or interests are entitled only to the rights provided to them

in the plan of merger or to any rights they may have under Article 13.

(b) When a share exchange becomes effective, the shares of each

domestic corporation that are to be exchanged for shares or other securities,

interests, obligations, rights to acquire shares or other securities, cash, other

property, or any combination of the foregoing, are entitled only to the rights

provided to them in the plan of share exchange or to any rights they may

have under Article 13.

(c) Any shareholder of a domestic corporation that is a party to a merger

or share exchange who, prior to the merger or share exchange, was liable for

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the liabilities or obligations of such corporation, shall not be released from

such liabilities or obligations by reason of the merger or share exchange.

(d) Upon a merger becoming effective, a foreign corporation, or a

foreign other entity, that is the survivor of the merger in the absence of an

appointment of a local agent for service is deemed to:

(1) appoint the Director of Revenue & Taxation as its agent for

service of process in a proceeding to enforce the rights of shareholders

of each domestic corporation that is a party to the merger who exercise

appraisal rights, and

(2) agree that it will promptly pay the amount, if any, to which

such shareholders are entitled under Article 13.