Okla. Stat. tit. 18, § 18-1086

corporations.

MERGER OR CONSOLIDATION OF DOMESTIC STOCK

AND NONSTOCK CORPORATIONS

A. Any one or more domestic nonstock corporations, whether or

not organized for profit, may merge or consolidate with one or more

domestic stock corporations, whether or not organized for profit.

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, 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 surviving

constituent corporation or the resulting corporation may be

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organized for profit or not organized for profit and may be a stock

corporation or a nonstock corporation.

B. The board of directors of each stock corporation which

desires to merge or consolidate and the governing body of each

nonstock corporation which desires to merge or consolidate shall

adopt a resolution approving an agreement of merger or

consolidation. The agreement shall state:

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

2. The mode carrying the same into effect;

3. In the case of a merger, 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, 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 stock of a

stock corporation and the memberships or membership interests of a

nonstock corporation into shares or other securities of a stock

corporation or memberships or membership interests of a nonstock

corporation surviving or resulting from such merger or

consolidation, or of canceling some or all of the shares or

memberships or membership interests, and if any shares of any such

stock corporation or memberships or membership interests of any such

nonstock corporation are not to remain outstanding, to be converted

solely into shares or other securities of the stock corporation or

memberships or membership interests of the nonstock corporation

surviving or resulting from such merger or consolidation, or to be

canceled, the cash, property, rights or securities of any other

corporation or entity which the holders of shares of any such stock

corporation or memberships or membership interests of any such

nonstock corporation are to receive in exchange for, or upon

conversion of such shares or memberships or membership interests,

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

any stock corporation or memberships or membership interests of any

nonstock corporation surviving or resulting from such merger or

consolidation; and

6. Such 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 any

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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.

C. Any of the terms of the agreement of merger or consolidation
of fractional shares, rights or other securities of any

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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.

C. 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.

D. The agreement, required by subsection B of this section in

the case of each constituent stock corporation, shall be adopted,

approved, certified, executed and acknowledged by each constituent

corporation in the same manner as is provided for in Section 1081 of

this title and, in the case of each constituent nonstock

corporation, shall be adopted, approved, certified, executed and

acknowledged by each of said constituent corporations 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 1081

of this title with respect to the merger of stock corporations of

this state. Insofar as they may be applicable, the provisions of

paragraphs 1 through 7 of subsection C of Section 1081 of this title

shall apply to a merger under this section, and the reference

therein to "shareholder" shall be deemed to include "member"

hereunder.

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

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

The provisions of subsection D of Section 1081 of this title shall

apply to any constituent stock corporation participating in a merger

or consolidation pursuant to the provisions of this section. The

provisions of subsection F of Section 1081 of this title shall apply

to any constituent stock corporation participating in a merger

pursuant to the provisions of this section.

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

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

provided, however, that for purposes of a constituent nonstock

corporation, 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 stock

corporation, if the charitable status of such nonstock corporation

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would thereby be lost or impaired; but a stock corporation may be

merged into a charitable nonstock corporation which shall continue

as the surviving corporation.