2010 New York Code
BNK - Banking
Article 5-C - (222 - 227-C) INTERSTATE BRANCHING
225 - Interstate acquisition transactions.

§ 225.  Interstate  acquisition  transactions. 1. Without limiting the
  transactions permissible under section two hundred twenty-three of  this
  article,  an  out-of-state bank may engage in an acquisition transaction
  with a New York bank and may maintain as a branch or branches the  place
  or  places  of  business of any such New York bank which it has received
  into itself as a result of such transaction, subject to the requirements
  of this article.
    2. Except when section twenty-nine of this  chapter  applies,  section
  six  hundred  one  or six hundred one-a of this chapter, as the case may
  be, and section six hundred one-b of this chapter  shall  apply  to  any
  acquisition   transaction  authorized  by  this  article  in  which  the
  receiving corporation is a New York bank.  In  the  case  of  any  other
  acquisition  transaction  authorized  by  this article, the out-of-state
  bank shall file with the superintendent a copy of any application  filed
  with  the  appropriate  state supervisor and appropriate federal banking
  agency.
    3. At the time when a  merger  or  consolidation  authorized  by  this
  article becomes effective:
    (a)  the resulting or consolidated corporation shall be considered the
  same  business  and  corporate  entity  as  each  of   the   constituent
  corporations;
    (b)  all  the  property,  rights, powers and franchises of each of the
  constituent corporations shall vest in  the  resulting  or  consolidated
  corporation  and  the  resulting  or  consolidated  corporation shall be
  subject to and shall be  deemed  to  have  assumed  all  of  the  debts,
  liabilities,  obligations and duties of each constituent corporation and
  to have succeeded to all of its relationships, fiduciary  or  otherwise,
  as  fully  and  to  the same extent as if such property, rights, powers,
  franchises, debts, liabilities, obligations,  duties  and  relationships
  had  been originally acquired, incurred or entered into by the resulting
  or consolidated corporation;
    (c) any reference to a constituent corporation in any  contract,  will
  or  document,  whether  executed  or  taking  effect before or after the
  merger  or  consolidation,  shall  be  considered  a  reference  to  the
  resulting or consolidated corporation if not inconsistent with the other
  provisions of the contract, will or document; and
    (d)  a  pending  action  or  other  judicial  proceeding  to which any
  constituent corporation is a party, shall not be deemed to  have  abated
  or  to  have  discontinued by reason of the merger or consolidation, but
  may be prosecuted to final judgment, order or decree in the same  manner
  as if the merger or consolidation had not been made, or the resulting or
  consolidated corporation may be substituted as a party to such action or
  proceeding,  and  any  judgment,  order or decree may be rendered for or
  against it that might have been rendered for or against such constituent
  corporation if the merger or consolidation had not occurred.
    4. In the case of a merger or consolidation authorized by this article
  in  which  an  out-of-state  bank  is  the  resulting  or   consolidated
  corporation,  the  franchise  of  any  constituent  New  York bank shall
  automatically terminate when the merger or consolidation is consummated.