Okla. Stat. tit. 18, § 18-1090.1

SHARE ACQUISITIONS

A. One or more corporations may acquire all or part of the

outstanding shares of one or more other corporations, if the board

of directors of each corporation adopts and its shareholders

approve, if required by subsection C of this section, the agreement

of acquisition.

B. The agreement of acquisition shall set forth:

1. the name or names of the corporation or corporations whose

shares will be acquired and the name or names of the acquiring

corporation or corporations;

2. the terms and conditions of the acquisitions;

3. the manner and basis of exchanging the shares to be acquired

for the consideration proffered;

4. any amendments or changes in the certificate of

incorporation of a corporation which is a party to the agreement;

and

5. such other provisions as the directors shall deem advisable.

C. After adopting an agreement of acquisition, the board of

directors of each corporation whose shares are to be acquired, in

whole or in part, or whose certificate of incorporation is to be

amended, shall submit the agreement of acquisition for approval by

the shareholders entitled to vote thereon. Due notice of the

meeting shall be mailed to each holder of stock, whether voting or

nonvoting, of the corporation at his address as it appears on the

records of the corporation, at least twenty (20) days prior to the

meeting. The notice shall contain a copy of the agreement or a

brief summary thereof, as the directors shall deem advisable. At

the 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 assistant secretary of the

corporation. If the agreement shall be adopted and approved in

accordance with the provisions of this section, it shall then be

filed and shall become effective in accordance with the provisions

Oklahoma Statutes - Title 18. Corporations Page 443

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

acquisition required by this section, the acquiring corporation may

file a certificate of acquisition, executed in accordance with the

provisions of Section 1007 of this title, which states:

1. the name and jurisdiction of incorporation of each

corporation which is a party to the agreement;

2. that the agreement of acquisition has been adopted,

approved, certified, executed, and acknowledged in accordance with

the provisions of this section;

3. whether the corporation is an acquiring corporation or a

corporation whose shares are to be acquired;

4. the amendments or changes, if any, in the certificate of

incorporation that are to be effected by the agreement of

acquisition;

5. that the executed agreement of acquisition is on file at the

principal place of business of each corporation, stating the address

thereof; and

6. that a copy of the agreement of acquisition will be

furnished by each corporation, on request and without cost, to any

of its shareholders.

D. Any agreement of acquisition may contain a provision that at

any time prior to the filing of the agreement with the Secretary of

State, the agreement may be terminated by the board of directors of

any affected corporation notwithstanding approval of the agreement

by the shareholders of one or more of the affected corporations.

Any agreement of acquisition may contain a provision that the board

of directors of the affected corporations may amend the agreement at

any time prior to the filing of the agreement, or a certificate in

lieu thereof, with the Secretary of State, provided that an

amendment made subsequent to the adoption of the agreement by the

shareholders of any affected corporation shall not:

a. alter or change the amount or kind of consideration to

be received in exchange for or on conversion of all or
porations may amend the agreement at

any time prior to the filing of the agreement, or a certificate in

lieu thereof, with the Secretary of State, provided that an

amendment made subsequent to the adoption of the agreement by the

shareholders of any affected corporation shall not:

a. alter or change the amount or kind of consideration to

be received in exchange for or on conversion of all or

part of the shares to be acquired;

b. alter or change any term of the certificate of

incorporation of the affected corporations; or

c. alter or change any of the terms and consideration of

the agreement if such alteration or change would

adversely affect the holders of any class or series of

a corporation whose shares are to be acquired.

E. The holders of the outstanding shares of a class shall be

entitled to vote as a class upon an agreement of acquisition,

whether or not entitled to vote thereon by the provisions of the

certificate of incorporation, if the agreement provides for the

acquisition of all or part of the shares of the class.

Oklahoma Statutes - Title 18. Corporations Page 444

F. This section shall not limit the power of a corporation to

acquire all or part of the shares of one or more classes or series

of another corporation through a voluntary exchange or otherwise.

G. Any shareholder whose shares are to be acquired pursuant to

an agreement of acquisition adopted and approved in accordance with

this section and who has complied with the procedural steps

specified in subsection D of Section 1091 of this title for mergers

and consolidations and who has neither voted in favor of the share

acquisition nor consented thereto in writing shall be entitled to an

appraisal by the district court of the fair value of his shares in

compliance with the same provisions and procedures and with the same

rights and limitations as set out in subsections E through K of

Section 1091 of this title.

H. If the entity acquiring shares pursuant to this section is

governed by the laws of the District of Columbia or any state other

than this state, the entity shall agree that it may be served with

process in this state in any proceeding for enforcement of any

obligation of the acquiring corporation arising from the share

acquisition, 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 such 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 this subsection, the Secretary

of State shall forthwith notify such acquiring corporation thereof

by letter sent by certified mail, with return receipt requested,

directed to such acquiring corporation at its address so specified,

unless such acquiring 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 on the Secretary of State pursuant to 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 this

subsection and to pay the Secretary of State the fee provided for in

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 the defendant, the title, docket number and nature
s

subsection and to pay the Secretary of State the fee provided for in

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 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 served upon the

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

to this subsection, the return date thereof, and the date service

Oklahoma Statutes - Title 18. Corporations Page 445

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.