Vermont § 1610 - Effect of merger

§ 1610. Effect of merger

• (a) When a merger becomes effective: (1) the surviving entity continues or comes into existence; (2) each constituent entity that merges into the surviving entity ceases to exist as a
  separate entity; (3) all property owned by each constituent entity that ceases to exist vests in the surviving
  entity; (4) all debts, liabilities, and other obligations of each constituent entity that ceases
  to exist continue as obligations of the surviving entity; (5) an action or proceeding pending by or against any constituent entity that ceases to
  exist may be continued as if the merger had not occurred; (6) except as prohibited by law other than this title, all rights, privileges, immunities,
  powers, and purposes of each constituent entity that ceases to exist vest in the surviving
  entity; (7) except as otherwise provided in the plan of merger, the terms and conditions of the
  plan take effect; (8) except as otherwise provided in the plan of merger, if a merging mutual benefit enterprise
  ceases to exist, the merger does not dissolve the enterprise for purposes of article
  12 of this title; (9) if the surviving entity is created by the merger and: (A) is a mutual benefit enterprise, the articles of organization become effective; or (B) is an entity other than a mutual benefit enterprise, the organizational document that
  creates the entity becomes effective; and (10) if the surviving entity is not created by the merger, any amendments made by the articles
  of merger for the organizational documents of the surviving entity become effective. (b) A surviving entity that is an entity organized under the laws of a jurisdiction other
  than this State consents to the jurisdiction of the courts of this State to enforce
  any obligation owed by the constituent entity if, before the merger, the constituent
  entity was subject to suit in this State on the obligation. A surviving entity that
  is an entity organized under the laws of a jurisdiction other than this State and
  not authorized to transact business in this State appoints the Secretary of State
  as its agent for service of process for purposes of enforcing an obligation under
  this subsection. Service on the Secretary of State under this subsection is made in
  the same manner and with the same consequences as in subsections 120(c) and (d) of
  this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)