                                 CODE OF VIRGINIA

EFFECT OF MERGER (§ 13.1-1099.19)

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&#8217;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: 2019, c. 636.