§ 13.1-1099.19 Effect of merger
When a merger under § 13.1-1099.16 becomes effective, in addition to the effects stated in § 13.1-1073:
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 canceled;
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 assignee 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 assignee of a relocated protected series or continuing protected series takes effect; and d. Any consideration to be paid to a person that before the merger was an associated member or protected series assignee 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.
History
This law was first created in 2019. The record of its establishment is cataloged in chapter 636 of that year’s edition of “Acts of Assembly,” the annual state publication listing all changes made to the Code of Virginia in that year.
2019, c. 636.