LD 1539
pg. 55
Page 54 of 104 PUBLIC Law Chapter 344 Page 56 of 104
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LR 1942
Item 1

 
mailing address to which the Secretary of State may mail a
copy of any process served on the Secretary of State; and

 
B. Agree to promptly pay the amount, if any, to which the
shareholders under paragraph A are entitled under chapter
13.

 
5. Effect of merger or share exchange on liability. The
effect of a merger or share exchange on the owner liability of a
person who had owner liability for some or all of the debts,
obligations or liabilities of a party to the merger or share
exchange is as follows.

 
A. The merger or share exchange does not discharge any
liability under the organic law of the entity in which the
person was a shareholder, member or interest holder to the
extent any such owner liability arose before the effective
time of the articles of merger or share exchange.

 
B. The person does not have owner liability under the
organic law of the entity in which the person was a
shareholder, member or interest holder prior to the merger
or share exchange for any debt, obligation or liability that
arises after the effective time of the articles of merger or
share exchange.

 
C. The provisions of the organic law of any entity for
which the person had owner liability before the merger or
share exchange continue to apply to the collection or
discharge of any owner liability preserved by paragraph A,
as if the merger or share exchange had not occurred.

 
D. The person has whatever rights of contribution from
other persons are provided by the organic law of the entity
for which the person had owner liability with respect to any
owner liability preserved by paragraph A, as if the merger
or share exchange had not occurred.

 
§1108. Abandonment of merger or share exchange

 
1. Abandoned merger or share exchange prior to becoming
effective. Unless otherwise provided in a plan of merger or
share exchange or in the laws under which a foreign business
corporation or a domestic or foreign other eligible entity that
is a party to a merger or a share exchange is organized or by
which it is governed, after the plan has been adopted and
approved as required by this chapter, and at any time before the
merger or share exchange has become effective, the merger or
share exchange may be abandoned by any a domestic business
corporation that is a party to the merger or share exchange
without action by the party's shareholders or
owners of


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