2023 New York Laws › NPC - Not-For-Profit Corporation › Article 9 - Merger or Consolidation › 905 - Effect of Merger or Consolidation.

§ 905. Effect of merger or consolidation.
(a)  Upon the filing of the certificate of merger and consolidation by
the department of state or on  such  date  subsequent  thereto,  not  to
exceed  thirty  days,  as  shall  be  set forth in such certificate, the
merger or consolidation shall be effected.
(b) When such merger or consolidation has been effected:
(1) Such  surviving  or  consolidated  corporation  shall  thereafter,
consistently  with  its  certificate  of  incorporation  as  altered  or
established by the merger or  consolidation,  possess  all  the  rights,
privileges,  immunities,  powers and purposes of each of the constituent
corporations.
(2) All the property, real and personal, including  causes  of  action
and  every  other  asset  of each of the constituent corporations, shall
vest in such surviving or consolidated corporation without  further  act
or  deed,  except  as otherwise provided in paragraph (b) of section 907
(Approval by the Supreme Court).  Except  as  the  court  may  otherwise
direct,  as  provided in section 8-1.1 of the Estates, Powers and Trusts
Law, any disposition made in the will of a  person  dying  domiciled  in
this  state  or  in any other instrument executed under the laws of this
state, taking effect after such merger or consolidation, to or  for  any
of  the  constituent  corporations  shall  inure  to  the benefit of the
surviving or consolidated corporation. So far as is necessary  for  that
purpose,  or  for  the  purpose  of  a  like  result  with  respect to a
disposition governed by the law of any other jurisdiction, the existence
of each constituent domestic corporation shall be deemed to continue  in
and through the surviving or consolidated corporation.
(3)  The  surviving  or  consolidated  corporation shall assume and be
liable for all the liabilities, obligations and penalties of each of the
constituent corporations. No liability or obligation due  or  to  become
due,   claim   or  demand  for  any  cause  existing  against  any  such
corporation, or any  member,  officer  or  director  thereof,  shall  be
released  or  impaired  by  such  merger  or consolidation. No action or
proceeding, whether civil or criminal, then pending by  or  against  any
such  constituent  corporation,  or  any  member,  officer  or  director
thereof, shall abate or be discontinued by such merger or consolidation,
but may be enforced, prosecuted, settled or comprised as if such  merger
or  consolidation  had  not  occurred, or such surviving or consolidated
corporation may be substituted in such action or special  proceeding  in
place of any constituent corporation.
(4)  In  the case of a merger, the certificate of incorporation of the
surviving corporation shall be automatically amended to the  extent,  if
any,  that  changes in its certificate of incorporation are set forth in
the plan of merger; and, in the case of a consolidation, the  statements
set  forth in the certificate of consolidation and which are required or
permitted to be set  forth  in  a  certificate  of  incorporation  of  a
corporation  formed  under  this  chapter  shall  be  its certificate of
incorporation.