Okla. Stat. tit. 18, § 18-1081

MERGER OR CONSOLIDATION OF DOMESTIC CORPORATIONS

A. Any two or more domestic corporations may merge into a

single surviving corporation, which may be any one of the

constituent corporations or may consolidate into a new resulting

corporation formed by the consolidation, pursuant to an agreement of

merger or consolidation, as the case may be, complying and approved

in accordance with the provisions of this section.

B. The board of directors of each corporation which desires to

merge or consolidate shall adopt a resolution approving an agreement

of merger or consolidation and declaring its advisability. The

agreement shall state:

1. The terms and conditions of the merger or consolidation;

2. The mode of carrying the same into effect;

3. In the case of a merger, the amendments or changes in the

certificate of incorporation of the surviving corporation as are

desired to be effected by the merger, which amendments or changes

may amend and restate the certificate of incorporation of the

surviving corporation in its entirety, or, if no amendments or

changes are desired, a statement that the certificate of

incorporation of the surviving corporation shall be its certificate

of incorporation of the surviving or resulting corporation;

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4. In the case of a consolidation, that the certificate of

incorporation of the resulting corporation shall be as is set forth

in an attachment to the agreement;

5. The manner, if any, of converting the shares of each of the

constituent corporations into shares or other securities of the

corporation surviving or resulting from the merger or consolidation,

or of canceling some or all of the shares, and, if any shares of any

of the constituent corporations are not to remain outstanding, to be

converted solely into shares or other securities of the surviving or

resulting corporation or to be canceled, the cash, property, rights,

or securities of any other corporation or entity which the holders

of the shares are to receive in exchange for or upon conversion of

the shares and the surrender of any certificates evidencing them,

which cash, property, rights or securities of any other corporation

or entity may be in addition to or in lieu of shares or other

securities of the surviving or resulting corporation; and

6. Other details or provisions as are deemed desirable,

including without limiting the generality of the foregoing, a

provision for the payment of cash in lieu of the issuance or

recognition of fractional shares, rights or other securities of the

surviving or resulting corporation or of any other corporation or

entity the shares, rights or other securities of which are to be

received in the merger or consolidation, or for any other

arrangement with respect thereto, consistent with the provisions of

Section 1036 of this title. The agreement so adopted shall be

executed and acknowledged in accordance with the provisions of

Section 1007 of this title. Any of the terms of the agreement of

merger or consolidation may be made dependent upon facts

ascertainable outside of the agreement; provided, that the manner in

which these facts shall operate upon the terms of the agreement is

clearly and expressly set forth in the agreement of merger or

consolidation. The term “facts” as used in this paragraph includes,

but is not limited to, the occurrence of any event including a

determination or action by any person or body including the

corporation.

C. The agreement required by the provisions of subsection B of

this section shall be submitted to the shareholders of each

constituent corporation at an annual or special meeting thereof for

the purpose of acting on the agreement. Due notice of the time,

place, and purpose of the meeting shall be mailed to each holder of

stock whether voting or nonvoting, of the corporation at the address

which appears on the records of the corporation, at least twenty
this section shall be submitted to the shareholders of each

constituent corporation at an annual or special meeting thereof for

the purpose of acting on the agreement. Due notice of the time,

place, and purpose of the meeting shall be mailed to each holder of

stock whether voting or nonvoting, of the corporation at the address

which appears on the records of the corporation, at least twenty

(20) days before the date of the meeting. The notice shall contain

a copy of the agreement or a brief summary thereof; provided,

however, the notice shall be effective only with respect to mergers

or consolidations for which the notice of the shareholders meeting

to vote thereon has been mailed after November 1, 1988. At the

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meeting the agreement shall be considered and a vote taken for its

adoption or rejection. If a majority of the outstanding stock of

the corporation entitled to vote thereon shall be voted for the

adoption of the agreement, that fact shall be certified on the

agreement by the secretary or the assistant secretary of the

corporation; provided, that such certification on the agreement

shall not be required if a certificate of merger or consolidation is

filed in lieu of filing the agreement. If the agreement shall be so

adopted and certified by each constituent corporation, it shall then

be filed and shall become effective in accordance with the

provisions of Section 1007 of this title. In lieu of filing an

agreement of merger or consolidation required by this section, the

surviving or resulting corporation may file a certificate of merger

or consolidation executed in accordance with the provisions of

Section 1007 of this title and which states:

1. The name and state of incorporation of each of the

constituent corporations;

2. That an agreement of merger or consolidation has been

approved, adopted, executed and acknowledged by each of the

constituent corporations in accordance with the provisions of this

section;

3. The name of the surviving or resulting corporation;

4. In the case of a merger, the amendments or changes in the

certificate of incorporation of the surviving corporation, which may

be amended and restated, that are desired to be effected by the

merger, which amendments or changes may amend and restate the

certificate of incorporation of the surviving corporation in its

entirety, or, if no amendments or changes are desired, a statement

that the certificate of incorporation of the surviving corporation

shall be its certificate of incorporation;

5. In the case of a consolidation, that the certificate of

incorporation of the resulting corporation shall be as is set forth

in an attachment to the certificate;

6. That the executed agreement of consolidation or merger is on

file at the principal place of business of the surviving or

resulting corporation, stating the address thereof; and

7. That a copy of the agreement of consolidation or merger will

be furnished by the surviving or resulting corporation, on request

and without cost, to any shareholder of any constituent corporation.

For purposes of Sections 1084 and 1086 of this title, the term

“shareholder” shall be deemed to include “member”.

D. Any agreement of merger or consolidation may contain a

provision that at any time prior to the time that the agreement, or

a certificate filed with the Secretary of State in lieu thereof,

becomes effective in accordance with Section 1007 of this title, the

agreement may be terminated by the board of directors of any

constituent corporation notwithstanding approval of the agreement by

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the shareholders of all or any of the constituent corporations;

provided, if the agreement of merger or consolidation is terminated

after the filing of the agreement, or a certificate filed with the

Secretary of State in lieu thereof, but before the agreement or
ors of any

constituent corporation notwithstanding approval of the agreement by

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the shareholders of all or any of the constituent corporations;

provided, if the agreement of merger or consolidation is terminated

after the filing of the agreement, or a certificate filed with the

Secretary of State in lieu thereof, but before the agreement or

certificate has become effective, a certificate of termination of

merger or consolidation shall be filed in accordance with Section

1007 of this title. Any agreement of merger or consolidation may

contain a provision that the boards of directors of the constituent

corporations may amend the agreement at any time prior to the time

that the agreement, or a certificate filed with the Secretary of

State in lieu thereof, becomes effective in accordance with Section

1007 of this title; provided, that an amendment made subsequent to

the adoption of the agreement by the shareholders of any constituent

corporation shall not:

1. Alter or change the amount or kind of shares, securities,

cash, property or rights to be received in exchange for or on

conversion of all or any of the shares of any class or series

thereof of the constituent corporation;

2. Alter or change any term of the certificate of incorporation

of the surviving corporation to be effected by the merger or

consolidation; or

3. Alter or change any of the terms and conditions of the

agreement if an alteration or change would adversely affect the

holders of any class or series thereof of the constituent

corporation.

If the agreement of merger or consolidation is amended after the

filing of the agreement, or a certificate in lieu thereof, with the

Secretary of State, but before the agreement or certificate has

become effective, a certificate of amendment of merger or

consolidation shall be filed in accordance with Section 1007 of this

title.

E. In the case of a merger, the certificate of incorporation of

the surviving corporation shall automatically be amended to the

extent, if any, that changes in the certificate of incorporation are

set forth in the certificate of merger.

F. Notwithstanding the requirements of subsection C of this

section, unless required by its certificate of incorporation, no

vote of shareholders of a constituent corporation surviving a merger

shall be necessary to authorize a merger if:

1. The agreement of merger does not amend in any respect the

certificate of incorporation of the constituent corporation;

2. Each share of stock of the constituent corporation

outstanding immediately prior to the effective date of the merger is

to be an identical outstanding or treasury share of the surviving

corporation after the effective date of the merger; and

3. Either no shares of common stock of the surviving

corporation and no shares, securities or obligations convertible

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into such stock are to be issued or delivered under the plan of

merger, or the authorized unissued shares or the treasury shares of

common stock of the surviving corporation to be issued or delivered

under the plan of merger plus those initially issuable upon

conversion of any other shares, securities or obligations to be

issued or delivered under the plan do not exceed twenty percent

(20%) of the shares of common stock of the constituent corporation

outstanding immediately prior to the effective date of the merger.

No vote of shareholders of a constituent corporation shall be

necessary to authorize a merger or consolidation if no shares of the

stock of the corporation shall have been issued prior to the

adoption by the board of directors of the resolution approving the

agreement of merger or consolidation. If an agreement of merger is

adopted by the constituent corporation surviving the merger, by

action of its board of directors and without any vote of its
ll be

necessary to authorize a merger or consolidation if no shares of the

stock of the corporation shall have been issued prior to the

adoption by the board of directors of the resolution approving the

agreement of merger or consolidation. If an agreement of merger is

adopted by the constituent corporation surviving the merger, by

action of its board of directors and without any vote of its

shareholders pursuant to the provisions of this subsection, the

secretary or assistant secretary of that corporation shall certify

on the agreement that the agreement has been adopted pursuant to the

provisions of this subsection and:

a. if it has been adopted pursuant to paragraph 1 of this

subsection, that the conditions specified have been

satisfied, or

b. if it has been adopted pursuant to paragraph 2 of this

subsection, that no shares of stock of the corporation

were issued prior to the adoption by the board of

directors of the resolution approving the agreement of

merger or consolidation; provided, that such

certification on the agreement shall not be required

if a certificate of merger or consolidation is filed

in lieu of filing the agreement.

The agreement so adopted and certified shall then be filed and

shall become effective in accordance with the provisions of Section

1007 of this title. Filing shall constitute a representation by the

person who executes the certificate that the facts stated in the

certificate remain true immediately prior to filing.

G. 1. Notwithstanding the requirements of subsection C of this

section, unless expressly required by its certificate of

incorporation, no vote of shareholders of a constituent corporation

shall be necessary to authorize a merger with or into a single

direct or indirect wholly owned subsidiary of the constituent

corporation if:

a. the constituent corporation and the direct or indirect

wholly owned subsidiary of the constituent corporation

are the only constituent entities to the merger,

b. each share or fraction of a share of the capital stock

of the constituent corporation outstanding immediately

before the effective time of the merger is converted

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in the merger into a share or equal fraction of share

of capital stock of a holding company having the same

designations, rights, powers and preferences, and the

qualifications, limitations and restrictions thereof,

as the share of stock of the constituent corporation

being converted in the merger,

c. the holding company and the constituent corporation

are domestic corporations and the direct or indirect

wholly owned subsidiary that is the other constituent

entity to the merger is a domestic corporation or

limited liability company,

d. the certificate of incorporation and bylaws of the

holding company immediately following the effective

time of the merger contain provisions identical to the

certificate of incorporation and bylaws of the

constituent corporation immediately before the

effective time of the merger, other than provisions,

if any, regarding the incorporator or incorporators,

the corporate name, the registered office and agent,

the initial board of directors and the initial

subscribers of shares and provisions contained in any

amendment to the certificate of incorporation as were

necessary to effect a change, exchange,

reclassification, subdivision, combination or

cancellation of stock, if a change, exchange,

reclassification or cancellation has become effective,

e. as a result of the merger, the constituent corporation

or its successor corporation becomes or remains a

direct or indirect wholly owned subsidiary of the

holding company,

f. the directors of the constituent corporation become or

remain the directors of the holding company upon the

effective time of the merger,

g. the organizational documents of the surviving entity

immediately following the effective time of the merger
constituent corporation

or its successor corporation becomes or remains a

direct or indirect wholly owned subsidiary of the

holding company,

f. the directors of the constituent corporation become or

remain the directors of the holding company upon the

effective time of the merger,

g. the organizational documents of the surviving entity

immediately following the effective time of the merger

contain provisions requiring that:

(1) any act or transaction by or involving the

surviving entity, other than the election or

removal of directors or managers, managing

members or other members of the governing body of

the surviving entity, that if taken by the

constituent corporation immediately before the

effective time of the merger would require for

its adoption under the Oklahoma General

Corporation Act or under the certificate of

incorporation or bylaws of the constituent

corporation immediately before the effective time

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of the merger the approval of the shareholders of

the constituent corporation, shall, by specific

reference to this subsection, require, in

addition to approval of the shareholders or

members of the surviving entity, the approval of

the shareholders of the holding company or any

successor by merger, by the same vote as is

required by the Oklahoma General Corporation Act

and/or under the certificate of incorporation or

bylaws of the constituent corporation immediately

before the effective time of the merger;

provided, however, that for purposes of this

division, managers, managing members or other

members of the entity, which would require the

approval of the shareholders of the surviving

entity if subject to the Oklahoma General

Corporation Act, any amendment of the

organizational documents of a surviving entity

that is not a corporation, which amendment would,

if adopted by a corporation subject to the

Oklahoma General Corporation Act, be required to

be included in the certificate of incorporation

of such corporation, shall, by specific reference

to this subsection, require, in addition, the

approval of the shareholders of the holding

company, or any successor by merger, by the same

vote as is required by the Oklahoma General

Corporation Act and/or by the certificate of

incorporation or bylaws of the constituent

corporation immediately before the effective time

of the merger, and

(2) the business and affairs of a surviving entity

that is not a corporation shall be managed by or

under the direction of a board of directors,

board of managers or other governing body

consisting of individuals who are subject to the

same fiduciary duties applicable to, and who are

liable for breach of such duties to the same

extent as, directors of a corporation subject to

the Oklahoma General Corporation Act; and

h. the shareholders of the constituent corporation do not

recognize gain or loss for federal income tax purposes

as determined by the board of directors of the

constituent corporation.

Neither subparagraph g of paragraph 1 of this subsection nor any

provision of a surviving entity’s organizational documents required

by subparagraph g of paragraph 1 of this subsection shall be deemed

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or construed to require approval of the shareholders of the holding

company to elect or remove directors or managers, managing members

or other members of the governing body of the surviving entity.

2. As used in this subsection, the term “holding company” means

a corporation which, from its incorporation until consummation of a

merger governed by this subsection, was at all times a direct or

indirect wholly owned subsidiary of the constituent corporation and

whose capital stock is issued in a merger.

3. As used in this subsection, the term “organizational

documents” means, when used in reference to a corporation, the
he term “holding company” means

a corporation which, from its incorporation until consummation of a

merger governed by this subsection, was at all times a direct or

indirect wholly owned subsidiary of the constituent corporation and

whose capital stock is issued in a merger.

3. As used in this subsection, the term “organizational

documents” means, when used in reference to a corporation, the

certificate of incorporation of the corporation and, when used in

reference to a limited liability company, the articles of

organization and the operating agreement of the limited liability

company.

4. From and after the effective time of a merger adopted by a

constituent corporation by action of its board of directors and

without any vote of shareholders pursuant to this subsection:

a. to the extent the restriction of Section 1090.3 of

this title applied to the constituent corporation and

its shareholders at the effective time of the merger,

restrictions shall apply to the holding company and

its shareholders immediately after the effective time

of the merger as though it were the constituent

corporation, and all shareholders of stock of the

holding company acquired in the merger shall for

purposes of Section 1090.3 of this title be deemed to

have been acquired at the time that the shares of

stock of the constituent corporation converted in the

merger were acquired; provided, that any shareholder

who immediately before the effective time of the

merger was not an interested shareholder within the

meaning of Section 1090.3 of this title shall not

solely by reason of the merger become an interested

shareholder of the holding company,

b. if the corporate name of the holding company

immediately following the effective time of the merger

is the same as the corporate name of the constituent

corporation immediately before the effective time of

the merger, the shares of capital stock of the holding

company into which the shares of capital stock of the

constituent corporation are converted in the merger

shall be represented by the stock certificates that

previously represented the shares of capital stock of

the constituent corporation, and

c. to the extent a shareholder of the constituent

corporation immediately before the merger had standing

to institute or maintain derivative litigation on

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behalf of the constituent corporation, nothing in this

section shall be deemed to limit or extinguish such

standing.

5. If any agreement of merger is adopted by a constituent

corporation by action of its board of directors and without any vote

of shareholders pursuant to this subsection, the secretary or

assistant secretary of the constituent corporation shall certify on

the agreement that the agreement has been adopted pursuant to this

subsection and that the conditions specified in paragraph 1 of this

subsection have been satisfied; provided, that such certification on

the agreement shall not be required if a certificate of merger or

consolidation is filed in lieu of filing the agreement. The

agreement so adopted and certified shall then be filed and become

effective in accordance with Section 1007 of this title. Filing

shall constitute a representation by the person who executes the

agreement that the facts stated in the certificate remain true

immediately before the filing.

H. Notwithstanding the requirements of subsection C of this

section, unless expressly required by its certificate of

incorporation, no vote of shareholders of a constituent corporation

that has a class or series of stock that is listed on a national

securities exchange or held of record by more than two thousand

holders immediately prior to the execution of the agreement of

merger by such constituent corporation shall be necessary to

authorize a merger if:

1. The agreement of merger expressly (a) permits or requires
ion, no vote of shareholders of a constituent corporation

that has a class or series of stock that is listed on a national

securities exchange or held of record by more than two thousand

holders immediately prior to the execution of the agreement of

merger by such constituent corporation shall be necessary to

authorize a merger if:

1. The agreement of merger expressly (a) permits or requires

such merger to be effected under this subsection and (b) provides

that such merger shall be effected as soon as practicable following

the consummation of the offer referred to in paragraph 2 of this

subsection if such merger is effected under this subsection;

2. A corporation consummates an offer for all of the

outstanding stock of such constituent corporation on the terms

provided in such agreement of merger that, absent this subsection,

would be entitled to vote on the adoption or rejection of the

agreement of merger; provided, however, that such offer may be

conditioned on the tender of a minimum number or percentage of

shares of the stock of such constituent corporation, or of any class

or series thereof, and such offer may exclude any excluded stock;

and provided further, that the corporation may consummate separate

offers for separate classes or series of the stock of such

constituent corporation;

3. Immediately following the consummation of the offer referred

to in paragraph 2 of this subsection, the stock irrevocably accepted

for purchase or exchange pursuant to such offer and received by the

depository prior to expiration of such offer, together with the

stock otherwise owned by the consummating corporation or its

affiliates and any rollover stock, equals at least such percentage

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of the shares of stock of such constituent corporation, and of each

class or series thereof, that, absent this subsection, would be

required to adopt the agreement of merger by this chapter and by the

certificate of incorporation of such constituent corporation;

4. The corporation consummating the offer referred to in

paragraph 2 of this subsection merges with or into such constituent

corporation pursuant to such agreement;

5. Each outstanding share, other than shares of excluded stock,

of each class or series of stock of the constituent corporation that

is the subject of and not irrevocably accepted for purchase or

exchange in the offer referred to in paragraph 2 of this subsection

is to be converted in such merger into, or into the right to

receive, the same amount and kind of cash, property, rights or

securities paid for shares of such class or series of stock of such

constituent corporation irrevocably accepted for purchase or

exchange in such offer; and

6. As used in this subsection only, the term:

a. “affiliate” means, in respect of the corporation

making the offer referred to in paragraph 2 of this

subsection, any person that (1) owns, directly or

indirectly, all of the outstanding stock of such

corporation or (2) is a direct or indirect wholly

owned subsidiary of such corporation or of any person

referred to in proviso (1) of this subparagraph,

b. “consummates”, and with correlative meaning,

“consummation” and “consummating”, means irrevocably

accepts for purchase or exchange stock tendered

pursuant to an offer,

c. “depository” means an agent including a depository,

appointed to facilitate consummation of the offer

referred to in paragraph 2 of this subsection,

d. “excluded stock” means (1) stock of such constituent

corporation that is owned at the commencement of the

offer referred to in paragraph 2 of this subsection by

such constituent corporation, the corporation making

the offer referred to in paragraph 2 of this

subsection, any person that owns, directly or

indirectly, all of the outstanding stock of the

corporation making such offer, or any direct or

indirect wholly owned subsidiary of any of the
orporation that is owned at the commencement of the

offer referred to in paragraph 2 of this subsection by

such constituent corporation, the corporation making

the offer referred to in paragraph 2 of this

subsection, any person that owns, directly or

indirectly, all of the outstanding stock of the

corporation making such offer, or any direct or

indirect wholly owned subsidiary of any of the

foregoing and (2) rollover stock,

e. “person” means any individual, corporation,

partnership, limited liability company, unincorporated

association or other entity,

f. “received” solely for purposes of paragraph 3 of this

subsection means (1) with respect to certificated

shares, physical receipt of a stock certificate

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accompanied by an executed letter of transmittal, (2)

with respect to uncertificated shares held of record

by a clearing corporation as nominee, transfer into

the depository’s account by means of an agent’s

message, and (3) with respect to uncertificated shares

held of record by a person other than a clearing

corporation as nominee, physical receipt of an

executed letter of transmittal by the depository;

provided, however, that shares shall cease to be

“received” (4) with respect to certificated shares, if

the certificate representing such shares was canceled

prior to consummation of the offer referred to in

paragraph 2 of this subsection, or (5) with respect to

uncertificated shares, to the extent such

uncertificated shares have been reduced or eliminated

due to any sale of such shares prior to consummation

of the offer referred to in paragraph 2 of this

subsection, and

g. “rollover stock” means any shares of stock of such

constituent corporation that are the subject of a

written agreement requiring such shares to be

transferred, contributed or delivered to the

consummating corporation or any of its affiliates in

exchange for stock or other equity interests in such

consummating corporation or an affiliate thereof;

provided, however, that such shares of stock shall

cease to be rollover stock for purposes of paragraph 3

of this subsection if, immediately prior to the time

the merger becomes effective under this chapter, such

shares have not been transferred, contributed or

delivered to the consummating corporation or any of

its affiliates pursuant to such written agreement.

If an agreement of merger is adopted without the vote of

shareholders of a corporation pursuant to this subsection, the

secretary or assistant secretary of the surviving corporation shall

certify on the agreement that the agreement has been adopted

pursuant to this subsection and that the conditions specified in

this subsection, other than the condition listed in paragraph 4 of

this subsection, have been satisfied; provided, that such

certification on the agreement shall not be required if a

certificate of merger is filed in lieu of filing the agreement. The

agreement so adopted and certified shall then be filed and shall

become effective, in accordance with Section 1007 of this title.

Such filing shall constitute a representation by the person who

executes the agreement that the facts stated in the certificate

remain true immediately prior to such filing.

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