Page:United States Statutes at Large Volume 68 Part 1.djvu/240

 208

PUBLIC LAW 389-JUNE 8, 1954

[68 S T A T.

of shares issued the number of shares of each such class voted for and against such plan, respectively. (b) Such articles of merger or consolidation shall be delivered to the Commissioners. If the Commissioners find that such articles of merger or consolidation conform to law, they shall, when all fees have been paid as in this Act prescribed— (1) endorse on each of such duplicate originals the word "Filed" and the month, day, and year of the filing thereof; (2) file one of such duplicate originals in their office; (3) issue a certificate of merger or certificate of consolidation to which they shall attach the other duplicate original. (c) The certificate of merger or certificate of consolidation, together with the duplicate original affixed thereto, shall be recorded in the office of the Recorder of Deeds. EFFECTIVE DATE OF MERGER OR CONSOLIDATION

SEC. 69. Upon the issuance of the certificate of merger or the certificate of consolidation by the Commissioners, the merger or consolidation shall be effected. EFFECT OF MERGER OR CONSOLIDATION

SEC. TO. When such merger or consolidation has been effected: (a) The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation. (b) The separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease. (c) Such surviving or new corporation, as the case may be, shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a corporation organized under this Act. (d) Such surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, as well of a public as a private nature, of each of the merging or consolidating corporations; and all property—real, personal, and mixed—and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation. (e) Such surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted to judgment as if such merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any such corporation shall be impaired by such merger or consolidation. (f) I n the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the

�