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- Alaska Statutes.
- Title 10. Corporations and Associations
- Chapter 15. Alaska Cooperative Corporation Act
- Section 435. Effect of Merger or Consolidation.
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. Filing of Articles.
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. Merger or Consolidation of Cooperatives and Domestic and Foreign Corporations.
AS 10.15.435. Effect of Merger or Consolidation.
When the merger or consolidation is effective
- (1) the several cooperatives which are parties to the plan of merger or consolidation shall be a single cooperative,
which, in case of a merger, shall be that cooperative designated in the plan of merger as the surviving cooperative,
and, in the case of a consolidation, shall be the new cooperative provided for in the plan of consolidation;
- (2) the separate existence of all cooperatives which are parties to the plan of merger or consolidation, except the
surviving or new cooperative, ceases;
- (3) the surviving or new cooperative possesses all the rights, privileges, immunities and franchises of a public or a
private nature of each of the merging or consolidating cooperatives; and all property, real, personal and mixed, all
debts due on whatever account, including subscriptions to shares, all other choses in action, and all and every other
interest, of or belonging to or due to each of the cooperatives merged or consolidated are transferred to and vested in
the single cooperative without further act or deed; and the title to real estate or any interest in real estate vested
in the cooperatives does not revert or is not in any way impaired by reason of the merger or consolidation;
- (4) the surviving or new cooperative is thereafter responsible and liable for the liabilities and obligations of each of
the cooperatives merged or consolidated; and any existing claim or pending action or proceeding by or against the
cooperatives may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new
cooperative may be substituted in its place; and the rights of creditors and liens upon the property of a cooperative
are not impaired by the merger or consolidation;
- (5) in the case of a merger, the articles of the surviving cooperative are considered amended to the extent, if any, that
changes in its articles are stated in the plan of merger; and in case of a consolidation, the statements set forth in
the articles of consolidation which are required or permitted to be set forth in the articles of cooperatives organized
under this chapter are considered the original articles of the new cooperative.
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