KRS 271B.11-060: Effect of merger or share exchange.

(1) When a merger takes effect:

(a) Every other corporation party to the merger shall merge into the surviving

corporation and the separate existence of every corporation, except the

surviving corporation, shall cease;

(b) The title to all property, whether real, personal, or intangible, owned by each

corporation party to the merger shall be vested in the surviving corporation

without reversion or impairment;

(c) The surviving corporation shall have all liabilities of each corporation party to

the merger;

(d) A proceeding pending against any corporation party to the merger may be

continued as if the merger did not occur or the surviving corporation may be

substituted in the proceeding for the corporation whose existence ceased;

(e) The articles of incorporation of the surviving corporation shall be amended to

the extent provided in the articles of merger; and

(f) The shares of each corporation party to the merger that are to be converted

into shares, obligations, or other securities of the surviving or any other

corporation or into cash or other property shall be converted, and the former

holders of the shares shall be entitled only to the rights provided in the articles

of merger or to their rights under Subtitle 13.

(2) When a share exchange takes effect, the shares of each acquired corporation shall be

exchanged as provided in the articles of share exchange, and the former holders of

the shares shall be entitled only to the exchange rights provided in the articles of

share exchange or to their rights under Subtitle 13.