Okla. Stat. tit. 18, § 18-1083

or corporations.

MERGER OF PARENT CORPORATION AND SUBSIDIARY

Oklahoma Statutes - Title 18. Corporations Page 426

CORPORATION OR CORPORATIONS

A. In any case in which at least ninety percent (90%) of the

outstanding shares of each class of stock of a corporation or

corporations, other than a corporation which has in its certificate

of incorporation the provision required by division (1) of

subparagraph g of paragraph 1 of subsection G of Section 1081 of

this title of which class there are outstanding shares that, absent

this subsection, would be entitled to vote on such merger, is owned

by a domestic corporation or a foreign corporation, and one or more

of such corporations is a domestic corporation, unless the laws of

the jurisdiction or jurisdictions under which the foreign

corporation or corporations are organized prohibit such merger, the

parent corporation may either merge the subsidiary corporation or

corporations into itself and assume all of its or their obligations,

or merge itself, or itself and one or more of the other subsidiary

corporations, into one of the other subsidiary corporations by

executing, acknowledging, and filing, in accordance with the

provisions of Section 1007 of this title, a certificate of ownership

and merger setting forth a copy of the resolution of its board of

directors to merge and the date of its adoption; provided, however,

that in case the parent corporation shall not own all the

outstanding stock of all the subsidiary corporations which are

parties to the merger, the resolution of the board of directors of

the parent corporation shall state the terms and conditions of the

merger, including the securities, cash, property, or rights to be

issued, paid, delivered, or granted by the surviving corporation

upon surrender of each share of the subsidiary corporation or

corporations not owned by the parent corporation or the cancellation

of some or all of the shares. Any of the terms of the resolution of

the board of directors to so merge may be made dependent upon facts

ascertainable outside of such resolution, provided that the manner

in which such facts shall operate upon the terms of the resolution

is clearly and expressly set forth in the resolution. The term

"facts", as used in the preceding sentence includes, but is not

limited to, the occurrence of any event including a determination or

action by any person or body, including the corporation. If the

parent corporation is not the surviving corporation, the resolution

shall include provision for the pro rata issuance of stock of the

surviving corporation to the holders of the stock of the parent

corporation on surrender of any certificates therefor, and the

certificate of ownership and merger shall state that the proposed

merger has been approved by a majority of the outstanding stock of

the parent corporation entitled to vote thereon at a meeting thereof

duly called and held after twenty (20) days' notice of the purpose

of the meeting is mailed to each shareholder at the shareholder's

address as it appears on the records of the corporation if the

parent corporation is a domestic corporation or shall state that the

Oklahoma Statutes - Title 18. Corporations Page 427

proposed merger has been adopted, approved, certified, executed, and

acknowledged by the parent corporation in accordance with the laws

under which it is organized if the parent corporation is a foreign

corporation. If the surviving corporation is a foreign corporation,

the provisions of subsection D of Section 1082 of this title or

subsection C of Section 1087 of this title, as applicable, shall

also apply to a merger pursuant to the provisions of this section,

and the terms and conditions of the merger shall obligate the

surviving corporation to provide the agreement, and take the

actions, required by subsection D of Section 1082 of this title or

subsection C of Section 1087 of this title, as applicable.
this title or

subsection C of Section 1087 of this title, as applicable, shall

also apply to a merger pursuant to the provisions of this section,

and the terms and conditions of the merger shall obligate the

surviving corporation to provide the agreement, and take the

actions, required by subsection D of Section 1082 of this title or

subsection C of Section 1087 of this title, as applicable.

B. Subject to the provisions of paragraph 1 of subsection A of

Section 1006 of this title, if the surviving corporation is an

Oklahoma corporation, it may change its corporate name by the

inclusion of a provision to that effect in the resolution of merger

adopted by the directors of the parent corporation and set forth in

the certificate of ownership and merger, and upon the effective date

of the merger, the name of the corporation shall be changed.

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

shall apply to a merger pursuant to the provisions of this section,

and 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 the subsidiary corporation and

is a domestic corporation. For purposes of this subsection,

references to "agreement of merger" in subsections D and E of

Section 1081 of this title shall mean the resolution of merger

adopted by the board of directors of the parent corporation. Any

merger which effects any changes other than those authorized by the

provisions of this section or made applicable by this subsection

shall be accomplished in accordance with the provisions of Section

1081, 1082, 1083.1, 1085 or 1087 of this title. The provisions of

Section 1091 of this title shall not apply to any merger effected

pursuant to the provisions of this section, except as provided for

in subsection D of this section.

D. In the event all of the stock of a subsidiary Oklahoma

corporation party to a merger effected pursuant to the provisions of

this section is not owned by the parent corporation immediately

prior to the merger, the shareholders of the subsidiary Oklahoma

corporation party to the merger shall have appraisal rights as set

forth in Section 1091 of this title.

E. This section shall apply to nonstock corporations if the

parent corporation is such a corporation and is the surviving

corporation of the merger; provided, however, that references to the

directors of the parent corporation shall be deemed to be references

to members of the governing body of the parent corporation, and

references to the board of directors of the parent corporation shall

Oklahoma Statutes - Title 18. Corporations Page 428

be deemed to be references to the governing body of the parent

corporation.

F. Nothing in this section shall be deemed to authorize the

merger of a corporation with a charitable nonstock corporation, if

the charitable status of such charitable nonstock corporation would

thereby be lost or impaired.