N.Y. Business Corporation Law § 906: Effect of merger or consolidation

§ 906. Effect of merger or consolidation.

(a) Upon the filing of the certificate of merger or 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 subscriptions to

shares, causes of action and every other asset of each of the

constituent entities, shall vest in such surviving or consolidated

corporation without further act or deed.

(3) The surviving or consolidated corporation shall assume and be

liable for all the liabilities, obligations and penalties of each of the

constituent entities. No liability or obligation due or to become due,

claim or demand for any cause existing against any such constituent

entity, or any shareholder, 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 entity, or any shareholder, member, officer or director

thereof, shall abate or be discontinued by such merger or consolidation,

but may be enforced, prosecuted, settled or compromised 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 entity.

(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.