Oklahoma § 18-437.14 - Effect of consolidation or merger

§ 18-437.14. Effect of consolidation or merger

The effect of consolidation or merger shall be as follows:

(a) The several cooperatives, parties to the consolidation or

merger, shall be a single cooperative, which, in the case of a

consolidation, shall be the new cooperative provided for in the

articles of consolidation, and, in the case of a merger, shall be

that cooperative designated in the articles of merger as the

Oklahoma Statutes - Title 18. Corporations

surviving cooperative, and the separate existence of all

cooperatives, parties to the consolidation or merger, except the new

or surviving cooperative, shall cease;

(b) Such new or surviving cooperative shall have all the rights,

privileges, immunities, and powers and shall be subject to all the

duties and liabilities of a cooperative organized under the

provisions of this act, and shall possess all the rights,

privileges, immunities, and franchises, as well of a public as of a

private nature, and all property, real and personal, applications

for membership, all debts due on whatever account, and all other

choses in action, of each of the consolidating or merging

cooperatives, and furthermore all and every interest of, or

belonging or due to, each of the cooperatives so consolidated or

merged, shall be taken and deemed to be transferred to and vested in

such new or surviving cooperative without further act or deed; and

the title to any real estate, or any interest therein, under the

laws of this state vested in any such cooperatives shall not revert

or be in any way impaired by reason of such consolidation or merger;

(c) Such new or surviving cooperative shall thenceforth be

responsible and liable for all of the liabilities and obligations of

each of the cooperatives so consolidated or merged, and any claim

existing, or action or proceeding pending, by or against any of such

cooperatives may be prosecuted as if such consolidation or merger

had not taken place, but such new or surviving cooperative may be

substituted in its place;

(d) Neither the rights of creditors nor any liens upon the

property of any of such cooperatives shall be impaired by such

consolidation or merger; and

(e) In the case of a consolidation, the articles of

consolidation shall be deemed to be the articles of incorporation of

the new cooperative; and in the case of a merger, the articles of

incorporation of the surviving cooperative shall be deemed to be

amended to the extent, if any, that changes therein are provided for

in the articles of merger.

Laws 1939, p. 264, § 15.