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Two domestic Philippine corporations, Zenithon Tech, Inc. (Zenithon) and Pinnacle Systems, Inc. (Pinnacle), execute a Plan of Merger under which Pinnacle survives and Zenithon ceases to exist. The Plan provides that Pinnacle shall assume all assets, liabilities, and obligations of Zenithon; Zenithon stockholders shall exchange their Zenithon shares for Pinnacle shares; after the merger, Zenithon ceases to exist as a separate legal entity. The following known facts accompany the plan: Zenithon has a bank loan from Harbor Bank that contains a no-assignment clause and Harbor Bank refuses to consent to assignment; there is a supplier contract requiring consent to assignment, and the supplier denies consent; there is a pending civil action against Zenithon that Pinnacle will continue; Zenithon employees will transfer to Pinnacle on their existing terms; there is a pre-merger tax deficiency assessed against Zenithon that may attach to Pinnacle if assumed; Zenithon also holds software licenses that Zenithon licenses to customers, which will transfer to Pinnacle on the same terms; Zenithon may have an environmental liability to the government. Question: (a) Identify the controlling doctrine governing the effects of this merger on corporate personality and the rights and obligations of the successor and predecessor. (b) Apply that doctrine to determine: (i) the effect on Zenithon’s obligations and Pinnacle’s liabilities after the merger; (ii) how pending actions against Zenithon or Pinnacle at the time of merger are to be handled; (iii) the status of Zenithon’s contracts and employees after the merger. (c) Briefly discuss any limitations or exceptions to the general rule that the surviving corporation absorbs the rights and obligations of the merging corporation.