2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.1107 - EFFECT OF MERGER OR SHARE EXCHANGE.

        490.1107  EFFECT OF MERGER OR SHARE EXCHANGE.
         1.  When a merger becomes effective, certain acts shall occur as
      follows:
         a.  The corporation or other entity that is designated in the
      plan of merger as the survivor continues or comes into existence, as
      the case may be.
         b.  The separate existence of every corporation or other
      entity that is merged into the survivor ceases.
         c.  All property owned by, and every contract right possessed
      by, each corporation or other entity that merges into the survivor is
      vested in the survivor without reversion or impairment.
         d.  All liabilities of each corporation or other entity that
      is merged into the survivor are vested in the survivor.
         e.  The name of the survivor may, but need not be, substituted
      in any pending proceeding for the name of any party to the merger
      whose separate existence ceased in the merger.
         f.  The articles of incorporation or organizational documents
      of the survivor are amended to the extent provided in the plan of
      merger.
         g.  The articles of incorporation or organizational documents
      of a survivor that is created by the merger become effective.
         h.  The shares of each corporation that is a party to the
      merger, and the interests in another entity that is a party to a
      merger, that are to be converted under the plan of merger into
      shares, interests, obligations, rights to acquire securities, other
      securities, cash, other property, or any combination of the
      foregoing, are converted, and the former holders of such shares or
      interests are entitled only to the rights provided to them in the
      plan of merger or to any rights they may have under division XIII.
         2.  When a share exchange becomes effective, the shares of each
      domestic corporation that are to be exchanged for shares or other
      securities, interests, obligations, rights to acquire shares or
      securities, other securities, cash, other property, or any
      combination of the foregoing, are entitled only to the rights
      provided to them in the plan of share exchange or to any rights they
      may have under division XIII.
         3.  Any shareholder of a domestic corporation that is a party to a
      merger or share exchange who, prior to the merger or share exchange,
      was liable for the liabilities or obligations of such corporation,
      shall not be released from such liabilities or obligations by reason
      of the merger or share exchange.
         4.  Upon a merger becoming effective, a foreign corporation, or a
      foreign other entity, that is the survivor of the mergers, is deemed
      to do both of the following:
         a.  Appoint the secretary of state as its agent for service of
      process in a proceeding to enforce the rights of shareholders of each
      domestic corporation that is a party to the merger who exercise
      appraisal rights.
         b.  Agree that it will promptly pay the amount, if any, to
      which such shareholders are entitled under division XIII.  

         89 Acts, ch 288, §127; 2002 Acts, ch 1154, §71, 125