Okla. Stat. tit. 18, § 18-1090.2

an entity.

MERGER OR CONSOLIDATION OF A DOMESTIC

CORPORATION AND AN ENTITY

A. Any one or more domestic corporations may merge or

consolidate with one or more domestic or foreign entities, unless

the laws of the jurisdiction or jurisdictions under which such

entity or entities are formed prohibit the merger or consolidation.

A corporation or corporations and one or more entities may merge

with or into a surviving corporation, which may be any one of the

corporations, or they may merge with or into a surviving entity,

which may be any one of the entities, or they may consolidate into a

new resulting corporation or entity formed by the consolidation,

which shall be a domestic corporation or a domestic or foreign

entity formed, pursuant to an agreement of merger or consolidation,

as the case may be, complying and approved in accordance with this

section. As used in this section, "entity" means a domestic or

foreign partnership whether general or limited, and including a

limited liability partnership and a limited liability limited

partnership, a limited liability company, and any unincorporated

nonprofit or for-profit association, trust or enterprise having

members or having outstanding shares of stock or other evidences of

financial, beneficial or membership interest therein, whether formed

by agreement or under statutory authority or otherwise formed under

the laws of this state or the laws of any other jurisdiction. The

"articles" of an entity mean the articles of organization,

certificate of formation or equivalent document filed with the

jurisdiction to form the entity.

B. Each corporation and entity merging or consolidating shall

enter into a written 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 consolidation into effect;

3. In the case of a merger in which the surviving entity is a

domestic corporation or entity, such amendments or changes in the

certificate of incorporation of the surviving corporation or

articles of the surviving entity 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 or

articles of the surviving entity in its entirety, or, if no such

amendments or changes are desired, a statement that the certificate

Oklahoma Statutes - Title 18. Corporations Page 446

of incorporation of the surviving corporation or articles of the

surviving entity shall be its certificate of incorporation or

articles;

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

is a domestic corporation or entity, that the certificate of

incorporation of the resulting corporation or articles of the

resulting entity shall be as is set forth in an attachment to the

agreement;

5. The manner, if any, of converting the shares of stock or

memberships or membership interests of each such corporation and the

memberships, or membership, economic or ownership interests of each

entity into shares, memberships, or membership, economic or

ownership interests, or other securities of the entity surviving or

resulting from the merger or consolidation, or of canceling some or

all of the shares or interests, and if any shares, memberships or

interests are not to remain outstanding, to be converted solely into

shares, memberships, interests, or other securities of the entity

surviving or resulting from the merger or consolidation or to be

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

rights or securities of any other corporation or entity which the

holders of such shares, memberships, or interests are to receive in

exchange for, or upon conversion of, the shares, memberships or

interests and the surrender of any certificates evidencing them,

which cash, property, rights, or securities of any other corporation
anceled, the cash, property, rights, or securities of any other

rights or securities of any other corporation or entity which the

holders of such shares, memberships, or interests are to receive in

exchange for, or upon conversion of, the shares, memberships or

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, memberships,

interests or other securities of the entity surviving or resulting

from the merger or consolidation;

6. Other details or provisions as are deemed desirable

including, but not limited to, a provision for the payment of cash

in lieu of the issuance or recognition of fractional shares, rights,

other securities or interests of the surviving or resulting

corporation or entity or of any other corporation or entity the

shares, rights, other securities or interests 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

7. Such other provisions or facts as required to be set forth

in an agreement of merger or consolidation by the laws of each

jurisdiction under which any of the entities is formed.

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 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

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.

Oklahoma Statutes - Title 18. Corporations Page 447

C. The agreement required by subsection B of this section shall

be adopted, approved, certified, executed, and acknowledged by each

of the corporations in the same manner as is provided in Section

1081 of this title and, in the case of the entities, in accordance

with their constituent agreements and in accordance with the laws of

the jurisdiction under which they are formed, as the case may be;

provided that no holder of securities, membership or an interest in

a constituent entity who has not voted for or consented to the

merger or consolidation shall be required to accept a membership or

interest in the surviving or resulting entity if acceptance would

expose the holder to personal liability for the debts of the

surviving entity. The agreement shall be filed and recorded and

shall become effective for all purposes of the laws of this state

when and as provided in Section 1081 or 1084 of this title with

respect to the merger or consolidation of domestic corporations. In

lieu of filing and recording the agreement of merger or

consolidation, the surviving or resulting corporation or entity may

file a certificate of merger or consolidation, executed in

accordance with Section 1007 of this title if the surviving or

resulting entity is a corporation, or by a person authorized to act

for the entity, if the surviving or resulting entity is an entity,

which states:

1. The name, jurisdiction of formation or organization, and

type of entity of each of the constituent entities;

2. That an agreement of merger or consolidation has been

approved, adopted, certified, executed, and acknowledged by each of

the constituent entities in accordance with this subsection;

3. The name of the surviving or resulting corporation or

entity;

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

surviving entity, any amendments or changes in the certificate of

incorporation of the surviving corporation, which may be amended and

restated, that are desired to be effected by the merger, which

amendments or changes may amend and restate the certificate of
ubsection;

3. The name of the surviving or resulting corporation or

entity;

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

surviving entity, any amendments or changes in the certificate of

incorporation of the surviving corporation, which may be amended and

restated, that 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 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 a corporation is the

resulting entity, that the certificate of incorporation of the

resulting corporation shall be as set forth in an attachment to the

certificate;

6. In the case of a consolidation in which an entity other than

a corporation is the resulting entity, that the articles of the

resulting entity shall be as set forth in an attachment to the

certificate;

Oklahoma Statutes - Title 18. Corporations Page 448

7. That the executed agreement of consolidation or merger is on

file at the principal place of business of the surviving or

resulting corporation or entity and the address thereof;

8. That a copy of the agreement of consolidation or merger

shall be furnished by the surviving or resulting entity, on request

and without cost, to any shareholder of any constituent corporation

or any member of any constituent entity; and

9. The agreement, if any, required by subsection D of this

section.

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

consolidation is a foreign entity, the entity 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 or domestic entity, as well as for enforcement of any

obligation of the surviving or resulting corporation or entity

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

such suit or other proceedings and shall specify the address to

which a copy of any process shall be mailed by the Secretary of

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

to Section 2004 of Title 12 of the Oklahoma Statutes, the Secretary

of State shall forthwith notify the surviving or resulting

corporation or entity by a letter, sent by certified mail with

return receipt requested, directed to the surviving or resulting

corporation or entity at its specified address, unless the surviving

or resulting corporation or entity shall have designated in writing

to the Secretary of State a different address for that purpose, in

which case it shall be mailed to the last address 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 any 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 subsection A 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
f 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 was made. The Secretary of State shall not be

Oklahoma Statutes - Title 18. Corporations Page 449

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

the date of receipt of the service of process by the Secretary of

State.

E. Subsections C, D, E and F of Section 1081 of this title,

subsections C, D, E and F of Section 1084 of this title, and

Sections 1088 through 1090 and 1127 of this title, insofar as they

are applicable, shall apply to mergers or consolidations between

corporations and entities; provided, however, that for purposes of a

nonstock corporation or entity, references to the board of directors

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

corporation or entity, references to shareholders shall be deemed to

be references to the members or owners of the corporation or entity,

and references to shares shall be deemed to be references to

memberships or membership, economic or ownership interests in the

corporation or entity, as applicable.

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

merger of a charitable nonstock corporation into an entity, if the

charitable status of such nonstock corporation would thereby be lost

or impaired; but an entity may be merged into a charitable nonstock

corporation, which shall continue as the surviving corporation.