2016 New York Laws
BSC - Business Corporation
Article 9 - (Business Corporation) MERGER OR CONSOLIDATION; GUARANTEE; DISPOSITION OF ASSETS; SHARE EXCHANGES
906 - Effect of merger or consolidation.

906. Effect of merger or consolidation.
(a) Upon  the  filing of the certificate of merger or consolidation by
  the department of state or on  such  date  subsequent  thereto,  not  to
  exceed  thirty  days,  as  shall  be  set forth in such certificate, the
  merger or consolidation shall be effected.
(b) When such merger or consolidation has been effected:
(1) Such  surviving  or  consolidated  corporation  shall  thereafter,
  consistently  with  its  certificate  of  incorporation  as  altered  or
  established by the merger or  consolidation,  possess  all  the  rights,
  privileges,  immunities,  powers and purposes of each of the constituent
  corporations.
(2) All the property, real and personal,  including  subscriptions  to
  shares,  causes  of  action  and  every  other  asset  of  each  of  the
  constituent entities, shall  vest  in  such  surviving  or  consolidated
  corporation without further act or deed.
(3) The  surviving  or  consolidated  corporation  shall assume and be
  liable for all the liabilities, obligations and penalties of each of the
  constituent entities.  No liability or obligation due or to become  due,
  claim  or  demand  for  any  cause existing against any such constituent
  entity, or any shareholder, member, officer or director  thereof,  shall
  be  released  or  impaired by such merger or consolidation. No action or
  proceeding, whether civil or criminal, then pending by  or  against  any
  such constituent entity, or any shareholder, member, officer or director
  thereof, shall abate or be discontinued by such merger or consolidation,
  but  may  be  enforced,  prosecuted,  settled  or compromised as if such
  merger  or  consolidation  had  not  occurred,  or  such  surviving   or
  consolidated  corporation  may  be substituted in such action or special
  proceeding in place of any constituent entity.
(4) In the case of a merger, the certificate of incorporation  of  the
  surviving  corporation  shall be automatically amended to the extent, if
  any, that changes in its certificate of incorporation are set  forth  in
  the  plan of merger; and, in the case of a consolidation, the statements
  set forth in the certificate of consolidation and which are required  or
  permitted  to  be  set  forth  in  a  certificate  of incorporation of a
  corporation formed under  this  chapter  shall  be  its  certificate  of
  incorporation.