Section 236Part 16 — Merger, Consolidation and Conversion
Effect of merger or consolidation
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As soon as a mer ger or consolidation becomes effective —
in the case of a consolidation, the new memorandum of association and articles of association filed with the plan of consolidation shall immediately become the memorandum of association and articles of associati on of the consolidated company;
the rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges of each of the constituent companies, shall immediately vest in the s urviving or consolidated company; and
subject to any specific arrangements entered into by the relevant parties, the surviving or consolidated company shall be liable for and subject, in the same manner as the constituent companies, to all mortgages, charges or security interests, and all contracts, obligations, claims, debts, and liabilities of each of the constituent companies.
Where a merger or consolidation occurs —
an existing claim, cause or proceeding, whether civil (including arbitratio n) or criminal pending at the time of the merger or consolidation by or against a constituent company, shall not be abated or discontinued by the merger or consolidation but shall be continued by or against the surviving or consolidated company; and
a conviction, judgment, ruling, order or claim, due or to become due, against a constituent company, shall not be released or impaired by the merger or consolidation, but shall apply to the surviving or consolidated company instead of to the constituent comp any.
Upon a merger or consolidation becoming effective, the Registrar shall strike off the register —
a constituent company that is not the surviving company in a merger; or
a constituent company that participates in a consolidation, and section 158 shall apply.
The cessation of a constituent company that participates in a consolidation or that is not the surviving company in a merger shall not be a winding up within Part 5 .