(a) Every other corporation that is a party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;
(b) The title to all real estate and other property owned by each corporation that is a party to the merger is vested in the surviving corporation without reversion or impairment;
(c) The surviving corporation has all of the liabilities of each corporation that is a party to the merger;
(d) A proceeding pending against any corporation that is a party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased;
(e) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger; and
(f) The shares of each corporation that is a party to the merger that are to be converted into shares, obligations or other securities of the surviving or any other corporation or into cash or other property are converted, and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under sections 22 to 42, inclusive, of this act.
91 Paragraph (c) of the above extract was in terms that are similar to what is now NRS § 92A.250(1)(d).
92 A summary of legislation prepared by the Legislative Counsel Bureau of the Nevada Legislature stated that the Bill was the result of an extensive study of the corporate code conducted on behalf of the Secretary of State, and that the Bill "simplifies and modernizes Nevada corporate law statutes, particularly with regard to takeovers and nonprofit corporations". Minutes of the Nevada State Legislature Joint Senate and Assembly Committees on Judiciary dated 7 May 1991 stated that the Bill "would delete antiquated language, create the option of a limited liability company, [and] make corporations mergers easier". The minutes recorded that the firm of Vargas and Bartlett had been engaged to perform a study to examine corporate laws "for outdated, inconsistent, duplicative language".
93 Written testimony of Mr John P Fowler of the firm Vargas and Bartlett, which was before the legislature, referred to the drafting of new merger statutes "based on the merger statutes contained in the Revised Model Act". Mr Fowler's testimony recorded that the model statutes "provide[d] a clear procedural outline with shorter, modernized language". The report of Vargas and Bartlett set out a draft of a provision relating to the effect of a merger or share exchange, containing a provision similar to sec 16.1(c) of the Bill, set out above. A note to the draft provision stated, inter alia –
From Model Act §11.06, the proposed language basically describes in simple and more
