E.__An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;

F.__Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each constituent organization that ceases to exist vest in the surviving organization;

G.__Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;

H.__Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of subchapter 8;

I.__If the surviving organization is created by the merger:

(1)__If the surviving organization is a limited partnership, the certificate of limited partnership becomes effective; or

(2)__If the surviving organization is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and

J.__If the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.

2.__Foreign organization.__A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for the purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as in section 1317, subsections 3 and 4.

§1440.__Restrictions on approval of conversions and mergers and

on relinquishing limited liability limited partnership