Effect of Merger or Share Exchange

COL372014 CH. 28 GUAM BUSINESS CORPORATION ACT

(a)When a merger becomes effective:

(1)the corporation or other entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be;

(2)the separate existence of every corporation or other entity that is merged into the survivor ceases;

(3)all property owned by, and every contract right possessed by, each corporation or other entity that merges into the survivor is vested in the survivor without reversion or impairment;

(4)all liabilities of each corporation or other entity that is merged into the survivor are vested in the survivor;

(5)the name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;

(6)the articles of incorporation or organizational documents of the survivor are amended to the extent provided in the plan of merger;

(7)the articles of incorporation or organizational documents of a survivor that is created by the merger become effective; and

(8)the shares of each corporation that is a party to the merger, and the interests in an other entity that is a party to a merger, that are to be converted under the plan of merger into shares, interests, obligations, rights to acquire securities, other securities, cash, other property, or any combination of the foregoing, are converted, and the former holders of such shares or interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under Article 13.

(b)When a share exchange becomes effective, the shares of each domestic corporation that are to be exchanged for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under Article 13.

(c)Any shareholder of a domestic corporation that is a party to a merger or share exchange who, prior to the merger or share exchange, was liable for COL372014 CH. 28 GUAM BUSINESS CORPORATION ACT the liabilities or obligations of such corporation, shall not be released from such liabilities or obligations by reason of the merger or share exchange.

(d)Upon a merger becoming effective, a foreign corporation, or a foreign other entity, that is the survivor of the merger in the absence of an appointment of a local agent for service is deemed to:

(1)appoint the Director of Revenue & Taxation as its agent for service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights, and

(2)agree that it will promptly pay the amount, if any, to which such shareholders are entitled under Article 13.