2006 New York Code - Interstate Acquisition Transactions.

 
    § 225.  Interstate  acquisition  transactions. 1. 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. 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.