805 ILCS 5/11.50
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 11 - Merger And Consolidation - Dissenters' Rights

 (from Ch. 32, par. 11.50)Sec. 11.50.     Effect of merger, consolidation or exchange.     (a) When  such merger or consolidation has been effected:(1) The several corporations parties to the plan of merger or  consolidation shall be a single corporation, which, in the case of a  merger, is that corporation designated in the plan of merger as the  surviving corporation, and, in the case of a consolidation, is the new  corporation provided for in the plan of consolidation.(2) The separate existence of all corporations parties to the plan of  merger or consolidation, except the surviving or new corporation, shall  cease.(3) Such surviving or new corporation has all the rights, privileges,  immunities, and powers and is subject to all the duties and liabilities  of a corporation organized under this Act.(4) Such surviving or new corporation shall thereupon and thereafter  possess all the rights, privileges, immunities, and franchises, as of  a public or 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.(5) 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  corporations shall be impaired by such merger or consolidation.(6) In case of a merger, the articles of incorporation of the surviving  corporation are deemed to be amended to the extent, if any, that changes in  its articles are stated in the articles of merger; and, in the case of a  consolidation, the articles of incorporation of the new corporation are  set forth in the articles of consolidation.(b) When such merger, consolidation or exchange has been effected, the  shares of the corporation or corporations to be converted or exchanged under  the terms of the plan cease to exist in the case of a merger or consolidation,  or are deemed to be exchanged in the case of an exchange.  The holders of  those shares are entitled only to the money, securities or other property  into which those shares have been converted or for which those shares have  been exchanged in accordance with the plan, subject to any dissenters' rights  under Section 11.70 of this Act.(c) The merger, consolidation or exchange of shares of a corporation  shall not: (i) prohibit the State from prosecuting a corporation  criminally by indictment, information or complaint filed subsequent to its  merger, consolidation or exchange for any offenses it committed prior thereto;  or (ii) abate or suspend a criminal proceeding which is pending against a  corporation on the effective date of said merger, consolidation or exchange.(d) Where a corporation has been criminally prosecuted pursuant to  subsection (c) herein, and has been convicted and fined for a criminal  offense, the surviving or new corporation shall be responsible for the  payment of the fine only to the extent of any assets contributed to the  merger, consolidation or exchange of shares by the convicted corporation,  provided that the surviving or new corporation, at the time of acquisition,  did not know, or have reason to know, of the criminal acts which were the  basis for the criminal action. In the event the surviving or new  corporation did know, or have reason to know, of the criminal acts which  were the basis for the criminal action, it shall be responsible for the entire  amount of the fine. Nothing herein shall prohibit the State from collecting  a fine which was assessed against a corporation from a shareholder to the  extent that the corporation may have distributed assets to the shareholder.    (Source: P.A. 85-1440.)