N.Y. Banking Law Section 602
Effect of merger

At the time when a merger becomes effective:

(1)

the receiving corporation shall be considered the same business and corporate entity as each corporation merged into it;

(2)

all of the property, rights, powers and franchises of any corporation that shall be so merged shall vest in the receiving corporation and the receiving corporation shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of such merged 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 receiving corporation;

(3)

any reference to a merged corporation in any contract, will or document, whether executed or taking effect before or after the merger, shall be considered a reference to the receiving corporation if not inconsistent with the other provisions of the contract, will or document;

(4)

a pending action or other judicial proceeding to which any corporation that shall be so merged is a party, shall not be deemed to have abated or to have discontinued by reason of the merger, but may be prosecuted to final judgment, order or decree in the same manner as if the merger had not been made; or the receiving 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 other corporation if the merger had not occurred. No corporation organized under or subject to the provisions of this chapter which subsequent to January first, nineteen hundred thirty-eight, receives or has received into itself by merger pursuant to any provision of law a corporation organized under or subject to the provisions of any law other than this chapter shall, through such merger, acquire power to engage in any business or to exercise any right, privilege or franchise which is not conferred by the provisions of this chapter upon such receiving corporation.

Source: Section 602 — Effect of merger, https://www.­nysenate.­gov/legislation/laws/BNK/602 (updated Sep. 22, 2014; accessed Oct. 26, 2024).

600
Merger 601
Merger agreement 601‑A
Purchase of assets 601‑B
Approval or disapproval of merger or purchase of assets 601‑C
Sale, lease, exchange or other disposition of property, rights, privileges and franchises 602
Effect of merger 603
Issuance of new certificates of stock or other consideration 604
Rights of dissenting stockholders 604‑A
Transfer of fiduciary relationships 605
Voluntary liquidation 605‑A
Transfer of deposit liabilities of bank or trust company 606
When superintendent may take possession of banking organization 607
Manner and time within which taking possession may be tested 609
Resumption of business by bank, trust company or industrial bank 610
Resumption of business in accordance with plan of reorganization 611
Special deputies 611‑A
Appointment of single judge 612
Certificates to be recorded and received in evidence 612‑A
Payment of wages 613
Payment by superintendent of expenses of liquidation 614
Obtaining possession of pleadings, et cetera, in actions against which attorneys’ liens are asserted 615
On taking possession, superintendent shall notify those holding assets 616
Inventory of assets 617
Disposition of property held as bailee, or depositary 618
Liquidation and conservation of assets 618‑A
Repudiation of contracts 619
Prosecution and defense of actions 620
Notice to creditors to make proof of claims 620‑A
Certain claims shall not be accepted 622
List of claims duly presented 623
Filing objections to claims presented or listed 624
Acceptance and rejection of claims and accounts 625
Effect of accepting claims and accounts 626
Judgments recovered shall not be liens 627
Dividends to creditors 628
Payment of dividends when deposits have been made available by Federal Deposit Insurance Corporation 629
Payment of dividends to minors, trustees or joint depositors 630
Claims of shareholders and members of credit unions and savings and loan associations 631
Actions against directors, trustees, managers or officers for violation of their official duties 633
Service of notice or process during time of war 634
Power to appoint regulator or insurer as receiver
Green check means up to date. Up to date

Accessed:
Oct. 26, 2024

Last modified:
Sep. 22, 2014

§ 602’s source at nysenate​.gov

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