Okla. Stat. tit. 18, § 18-1085

corporations - Service of process upon surviving or resulting

corporation.

MERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN NONSTOCK

CORPORATIONS; SERVICE OF PROCESS UPON

SURVIVING OR RESULTING CORPORATION

A. Any one or more nonstock domestic corporations may merge or

consolidate with one or more other foreign nonstock corporations,

unless the laws of the jurisdiction or jurisdictions under which

such foreign nonstock corporation or corporations are organized

prohibit such 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 nonstock 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. The term "foreign

nonstock corporation" means a nonstock corporation organized under

the laws of any jurisdiction other than this state.

B. 1. All the constituent corporations shall enter into an

agreement of merger or consolidation. The agreement shall state:

a. the terms and conditions of the merger or

consolidation,

Oklahoma Statutes - Title 18. Corporations Page 434

b. the mode of carrying the same into effect,

c. 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 many 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,

d. 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,

e. the manner, if any, of converting the memberships or

membership interests of each of the constituent

corporations into memberships or membership interests

of the corporation surviving or resulting from such

merger or consolidation, or of canceling some or all

of the memberships or membership interests, and if any

memberships or membership interests of any of the

constituent corporations are not to remain

outstanding, to be converted solely into memberships

or membership interests of the surviving or resulting

corporation or to be cancelled, the cash, property,

rights or securities of any other corporation or

entity which the holders of such memberships or

membership interests are to receive in exchange for,

or upon conversion of, such memberships or membership

interests, which cash, property, rights or securities

of any other corporation or entity may be in addition

to or in lieu of memberships or membership interests

of the surviving or resulting corporation,

f. such other details and provisions as shall be 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 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 Section 1036 of this

title, and

g. such other provisions or facts as required to set

forth in an agreement of merger or consolidation,

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including any provision for amendment of the

certificate of incorporation or equivalent document,

or a surviving foreign nonstock corporation by the
other arrangement with

respect thereto, consistent with Section 1036 of this

title, and

g. such other provisions or facts as required to set

forth in an agreement of merger or consolidation,

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including any provision for amendment of the

certificate of incorporation or equivalent document,

or a surviving foreign nonstock corporation by the

laws of each jurisdiction under which any of the

foreign nonstock corporation are organized.

2. Any of the terms of the agreement of merger or consolidation

may be made dependent upon facts ascertainable outside of such

agreement, provided that the manner in which such 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 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.

C. The agreement shall be adopted, approved, certified,

executed and acknowledged by each of the constituent corporations in

accordance with the laws under which it is organized and, in the

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

in Section 1084 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 1084 of this title with respect

to the merger of nonstock domestic corporations. Insofar as they

may be applicable, the provisions of paragraphs 1 through 9 of

subsection C of Section 1082 of this title shall apply to a merger

under this section, and the reference therein to "shareholder" shall

be deemed to include "member" hereunder.

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

consolidation is a foreign nonstock 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 domestic

corporation, as well as for enforcement of any obligation of the

surviving or resulting corporation arising from the merger or

consolidation 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 such

process shall be mailed by the Secretary of State. In the event of

such service upon the Secretary of State in accordance with the

provisions of Section 2004 of Title 12 of the Oklahoma Statutes, the

Secretary of State shall immediately notify such surviving or

resulting corporation thereof by letter, certified mail, return

receipt requested, directed to such corporation at its address so

specified, unless such surviving or resulting corporation shall have

designated in writing to the Secretary of State a different address

for such purpose, in which case it shall be mailed to the last

address so designated. Such letter shall enclose a copy of the

process and any other papers served upon the Secretary of State. 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

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Secretary of State that service is being made pursuant to the

provisions of this subsection, and to pay the Secretary of State the

fee prescribed by paragraph 7 of Section 1142 of this title, which

fee shall be taxed as part of the costs in the proceeding if the

plaintiff shall prevail therein. The Secretary of State shall

maintain an alphabetical record of any such service setting forth

the name of the plaintiff and defendant, the title, docket number

and nature of the proceeding in which process has been served upon

him, the fact that service has been effected pursuant to the

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

plaintiff shall prevail therein. The Secretary of State shall

maintain an alphabetical record of any such service setting forth

the name of the plaintiff and defendant, the title, docket number

and nature of the proceeding in which process has been served upon

him, the fact that service has been effected pursuant to the

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

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

required to retain such information for a period longer than five

(5) years from his receipt of service of process.

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

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

if the corporation surviving the merger is a domestic corporation.

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

shall apply to a merger under this section; provided, however, that

references to the board of directors, to shareholders, and to shares

of a constituent corporation shall be deemed to be references to the

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

and to memberships or membership interests, as applicable,

respectively.

G. Nothing in this section shall be construed to authorize the

merger of a charitable nonstock corporation into a nonstock

corporation if the charitable nonstock corporation would thereby

have its charitable status lost or impaired; but a nonstock

corporation may be merged into a charitable nonstock corporation

which shall continue as the surviving corporation.