Email WV Code

Email: Chapter 31B, Article 14, Section 607

§31B-14-607. Effect of merger.

When a merger under §31B-14-604 becomes effective, in addition to the effects stated in §31B-9-906 of this code:

(1) As provided in the plan of merger, each protected series of each merging company which was established before the merger:

(A) Is a relocated protected series or continuing protected series; or

(B) Is dissolved, wound up, and terminated;

(2) Any protected series to be established as a result of the merger is established;

(3) Any relocated protected series or continuing protected series is the same person without interruption as it was before the merger;

(4) All property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment;

(5) All debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series;

(6) Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series;

(7) The new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding;

(8) If provided in the plan of merger:

(A) A person becomes an associated member or protected-series transferee of a relocated protected series or continuing protected series;

(B) A person becomes an associated member of a protected series established by the surviving company as a result of the merger;

(C) Any change in the rights or obligations of a person in the person’s capacity as an associated member or protected-series transferee of a relocated protected series or continuing protected series take effect; and

(D) Any consideration to be paid to a person that before the merger was an associated member or protected-series transferee of a relocated protected series or continuing protected series is due; and

(9) Any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.