Okla. Stat. tit. 18, § 18-1082

corporations - Service of process upon surviving or resulting

corporation.

MERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN CORPORATIONS;

SERVICE OF PROCESS UPON SURVIVING OR RESULTING CORPORATION

A. Any one or more domestic corporations may merge or

consolidate with one or more foreign corporations, unless the laws

of the jurisdiction or jurisdictions under which such foreign

corporation or corporations are organized prohibit the merger or

consolidation. The constituent corporations may merge into a single

surviving corporation, which may be any one of the constituent

corporations, or they may consolidate into a new resulting

corporation formed by the consolidation, which may be a corporation

of the jurisdiction of organization of any one of the constituent

corporations, 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. All the constituent corporations shall enter into an

agreement of merger or consolidation. 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 in which the surviving corporation

is a domestic corporation, such 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 such amendments or

changes are desired, a statement that the certificate of

incorporation of the surviving corporation shall be its certificate

of incorporation;

4. In the case of a consolidation in which the resulting

corporation is a domestic corporation, that the certificate of

incorporation of the resulting corporation shall be as is set forth

in an attachment to the agreement;

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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 holder of

the shares is 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 the shares or other

securities of the surviving or resulting corporation;

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 some other

arrangement with respect thereto consistent with the provisions of

Section 1036 of this title; and

7. Other provisions or facts as shall be required to be set

forth in an agreement of merger or consolidation including any

provision for amendment of the certificate of incorporation or

equivalent document of a surviving or resulting corporation and that

can be stated in the case of a merger or consolidation. 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 the facts shall operate upon the

terms of the agreement is clearly and expressly set forth in the
or

equivalent document of a surviving or resulting corporation and that

can be stated in the case of a merger or consolidation. 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 the 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 shall be adopted, approved, executed, and

acknowledged by each of the constituent corporations in accordance

with the laws under which it is organized, and, in the case of a

domestic corporation, in the same manner as is provided for in

Section 1081 of this title. The agreement shall be filed and shall

become effective for all purposes of the laws of this state when and

as provided for in Section 1081 of this title with respect to the

merger or consolidation of domestic corporations. In lieu of filing

the agreement of merger or consolidation, 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, which states:

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1. The name and jurisdiction of organization 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

subsection;

3. The name of the surviving or resulting corporation;

4. In the case of a merger in which the surviving corporation

is a domestic corporation, the amendments or changes in the

certificate of incorporation of the surviving corporation, which may

be amended and restated, that are 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 in which the resulting

corporation is a domestic corporation, 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, and the address thereof;

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;

8. If the corporation surviving or resulting from the merger or

consolidation is a domestic corporation, the authorized capital

stock of each constituent corporation which is not a domestic

corporation; and

9. The agreement, if any, required by the provisions of

subsection D of this section. For purposes of Section 1085 of this

title, the term “shareholder” in subsection D of this section shall

be deemed to include “member”.

D. If the corporation surviving or resulting from the merger or

consolidation is a foreign corporation, it shall agree that it may

be served with process in this state in any proceeding for

enforcement of any obligation of any constituent corporation of this

state, as well as for enforcement of any obligation of the surviving

or resulting corporation arising from the merger or consolidation,

including any suit or other proceeding to enforce the right of any

shareholders as determined in appraisal proceedings pursuant to the

provisions of Section 1091 of this title, and shall irrevocably
ent of any obligation of any constituent corporation of this

state, as well as for enforcement of any obligation of the surviving

or resulting corporation arising from the merger or consolidation,

including any suit or other proceeding to enforce the right of any

shareholders as determined in appraisal proceedings pursuant to the

provisions of Section 1091 of this title, and shall irrevocably

appoint the Secretary of State as its agent to accept service of

process in any suit or other proceedings and shall specify the

address to which a copy of process shall be mailed by the Secretary

of State. In the event of service upon the Secretary of State in

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accordance with the provisions of Section 2004 of Title 12 of the

Oklahoma Statutes, the Secretary of State shall immediately notify

the surviving or resulting corporation thereof by letter, certified

mail, return receipt requested, directed to the surviving or

resulting corporation at the address specified unless the surviving

or resulting corporation shall have designated in writing to the

Secretary of State a different address for this purpose, in which

case it shall be mailed to the last address so designated. The

notice shall include a copy of the process and any other papers

served on the Secretary of State pursuant to the provisions of this

subsection. It shall be the duty of the plaintiff in the event of

such service to serve process and any other papers in duplicate, to

notify the Secretary of State that service is being effected

pursuant to the provisions of this subsection, and to pay the

Secretary of State the fee provided for in paragraph 7 of subsection

A of Section 1142 of this title, which fee shall be taxed as part of

the costs in the proceeding. The Secretary of State shall maintain

an alphabetical record of any such service setting forth the name of

the plaintiff and the defendant, the title, docket number and nature

of the proceeding in which process has been served upon the

Secretary of State, the fact that service has been effected pursuant

to the provisions of this subsection, the return date thereof, and

the date service was made. The Secretary of State shall not be

required to retain such information longer than five (5) years from

receipt of the service of process by the Secretary of State.

E. The provisions of subsection D of Section 1081 of this title

shall apply to any merger or consolidation pursuant to the

provisions of this section. The provisions of subsection E of

Section 1081 of this title shall apply to a merger pursuant to the

provisions of this section in which the surviving corporation is a

domestic corporation. The provisions of subsections F and H of

Section 1081 of this title shall apply to any merger pursuant to the

provisions of this section.