§ 906. Effect of merger or consolidation.

(a) Upon the filing of the certificate of merger or consolidation by
the department of state or on such date subsequent thereto, not to
exceed thirty days, as shall be set forth in such certificate, the
merger or consolidation shall be effected.

(b) When such merger or consolidation has been effected:

(1) Such surviving or consolidated corporation shall thereafter,
consistently with its certificate of incorporation as altered or
established by the merger or consolidation, possess all the rights,
privileges, immunities, powers and purposes of each of the constituent
corporations.

(2) All the property, real and personal, including subscriptions to
shares, causes of action and every other asset of each of the
constituent entities, shall vest in such surviving or consolidated
corporation without further act or deed.

(3) The surviving or consolidated corporation shall assume and be
liable for all the liabilities, obligations and penalties of each of the
constituent entities. No liability or obligation due or to become due,
claim or demand for any cause existing against any such constituent
entity, or any shareholder, member, officer or director thereof, shall
be released or impaired by such merger or consolidation. No action or
proceeding, whether civil or criminal, then pending by or against any
such constituent entity, or any shareholder, member, officer or director
thereof, shall abate or be discontinued by such merger or consolidation,
but may be enforced, prosecuted, settled or compromised as if such
merger or consolidation had not occurred, or such surviving or
consolidated corporation may be substituted in such action or special
proceeding in place of any constituent entity.

(4) In the case of a merger, the certificate of incorporation of the
surviving corporation shall be automatically amended to the extent, if
any, that changes in its certificate of incorporation are set forth in
the plan of merger; and, in the case of a consolidation, the statements
set forth in the certificate of consolidation and which are required or
permitted to be set forth in a certificate of incorporation of a
corporation formed under this chapter shall be its certificate of
incorporation.