§ 336. Effect of merger
Purdon's Pennsylvania Statutes and Consolidated StatutesTitle 15 Pa.C.S.A. Corporations and Unincorporated AssociationsEffective: February 21, 2017
Effective: February 21, 2017
15 Pa.C.S.A. § 336
Formerly cited as PA ST 15 Pa.C.S.A. § 1929; PA ST 15 Pa.C.S.A. § 5929; PA ST 15 Pa.C.S.A. § 8549; PA ST 15 Pa.C.S.A. § 8959
§ 336. Effect of merger
(10) The interests in each merging association that are to be converted or canceled as provided in the plan of merger are converted or canceled, and the interest holders of those interests are entitled only to the rights provided to them under the plan and to any dissenters rights they have pursuant to section 317 (relating to contractual dissenters rights in entity transactions) or 333(d) (relating to approval of merger).
(b) No dissolution rights.--Except as provided in the organic law or organic rules of a merging association, a merger under this subchapter does not give rise to any rights that an interest holder, governor or third party would have on a dissolution, liquidation or winding up of the merging association.
(c) New interest holder liability.--When a merger under this subchapter becomes effective, a person that becomes subject to interest holder liability with respect to an association as a result of the merger has interest holder liability only to the extent provided by the organic law of that association and only for those debts, obligations and other liabilities that arise after the merger becomes effective.
(d) Prior interest holder liability.--When a merger under this subchapter becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic entity that is a merging association with respect to which the person had interest holder liability shall be as follows:
(e) Foreign surviving association.--When a merger under this subchapter becomes effective, a foreign association that is the surviving association may be served with process in this Commonwealth for the collection and enforcement of any debts, obligations or other liabilities of a domestic entity that is a merging association in accordance with applicable law.
(g) Taxes.--Any taxes, interest, penalties and public accounts of the Commonwealth claimed against any of the merging associations that are settled, assessed or determined prior to or after the merger shall be the liability of the surviving association and, together with interest thereon, shall be a lien against the franchises and property of the surviving association.
Credits
2014, Oct. 22, P.L. 2640, No. 172, § 9, effective July 1, 2015. Amended 2016, Nov. 21, P.L. 1328, No. 170, § 2, effective in 90 days [Feb. 21, 2017].
15 Pa.C.S.A. § 336, PA ST 15 Pa.C.S.A. § 336
Current through Act 11 of the 2024 Regular Session. Some statute sections may be more current, see credits for details.
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