Okla. Stat. tit. 18, § 18-2054

AGREEMENT OF MERGER OF CONSOLIDATION

A. Pursuant to an agreement of merger or consolidation, a

domestic limited liability company may merge or consolidate with or

into one or more domestic or foreign limited liability companies or

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

or foreign corporation, a domestic or foreign partnership whether

general or limited, and including a limited liability partnership

and a limited liability limited partnership, 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.

B. Unless otherwise provided in the articles of organization or

the operating agreement, a merger or consolidation shall be approved

by each domestic limited liability company which is to merge or

consolidate by a majority of the membership interest or, if there is

more than one class or group of members, then by a majority of the

membership interest of each class or group. In connection with a

merger or consolidation hereunder, rights or securities of, or

memberships or membership, economic or ownership interests in, a

domestic limited liability company or other entity which is a

constituent party to the merger or consolidation may be exchanged

for or converted into cash, property, rights or securities of, or

memberships or membership, economic or ownership interests in, the

surviving or resulting domestic limited liability company or other

entity or, in addition to or in lieu thereof, may be exchanged for

Oklahoma Statutes - Title 18. Corporations Page 578

or converted into cash, property, rights or securities of, or

memberships or membership, economic or ownership interests in, a

domestic limited liability company or other entity which is not the

surviving or resulting limited liability company or other entity in

the merger or consolidation. Notwithstanding prior approval, an

agreement of merger or consolidation may be terminated or amended

pursuant to a provision for such termination or amendment contained

in the agreement of merger or consolidation.

C. If a domestic limited liability company is merging or

consolidating pursuant to this section, the domestic limited

liability company or other entity surviving or resulting in or from

the merger or consolidation shall file articles of merger or

consolidation with the Office of the Secretary of State. The

articles of merger or consolidation shall state:

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

type of entity of each of the limited liability companies or other

entities which are to merge or consolidate;

2. That an agreement of merger or consolidation has been

approved and executed by each of the domestic limited liability

companies or other entities which is to merge or consolidate;

3. The name of the surviving or resulting domestic limited

liability company or other entity;

4. The future effective date or time, which shall be a specific

date or time not later than a time on the ninetieth day after the

filing, of the merger or consolidation if it is not to be effective

upon the filing of the articles of merger or consolidation;

5. That the agreement of merger or consolidation is on file at

a place of business of the surviving or resulting domestic limited

liability company or other entity, and shall state the street

address thereof;

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

shall be furnished by the surviving or resulting domestic limited

liability company or other entity, upon request and without cost, to

any member of any domestic limited liability company or any person

holding a membership or membership, economic or ownership interest

in any other entity which is to merge or consolidate;
ess thereof;

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

shall be furnished by the surviving or resulting domestic limited

liability company or other entity, upon request and without cost, to

any member of any domestic limited liability company or any person

holding a membership or membership, economic or ownership interest

in any other entity which is to merge or consolidate;

7. In the case of a merger, any amendments or changes in the

articles of organization of the surviving domestic limited liability

company that are to be effected by the merger, which amendments or

changes may amend and restate the articles of organization of the

surviving domestic limited liability company in its entirety;

8. In the case of a consolidation, that the articles of

organization of the resulting domestic limited liability company

shall be as set forth in an attachment to the articles of

consolidation; and

9. If the surviving or resulting entity is not a domestic

limited liability company or entity formed or organized pursuant to

Oklahoma Statutes - Title 18. Corporations Page 579

the laws of this state, a statement that the surviving or resulting

other entity agrees to be served with process in this state in any

action, suit, or proceeding for the enforcement of any obligation of

any domestic limited liability company which is to merge or

consolidate; irrevocably appoints the Secretary of State as its

agent to accept service of process in any action, suit, or

proceeding; and specifies the street address to which process shall

be mailed to the entity by the Secretary of State.

D. Any failure to file the articles of merger or consolidation

in connection with a merger or consolidation which was effective

prior to September 1, 1992, shall not affect the validity or

effectiveness of any such merger or consolidation.

A merger or consolidation shall be effective upon the filing

with the Secretary of State of articles of merger or consolidation,

unless a future effective date or time is provided in the articles

of merger or consolidation.

E. Articles of merger or consolidation terminate the separate

existence of a domestic limited liability company which is not the

surviving or resulting entity in the merger or consolidation.

F. Once any merger or consolidation is effective pursuant to

this section, for all purposes of the laws of this state, all of the

rights, privileges, and powers of each of the domestic limited

liability companies and other entities that have merged or

consolidated and all property, real, personal, and mixed, and all

debts due to each domestic limited liability company or other

entity, as well as all other things and causes of action belonging

to each domestic limited liability company or other entity shall be

vested in the surviving or resulting domestic limited liability

company or other entity, and shall thereafter be the property of the

surviving or resulting domestic limited liability company or other

entity as they were of each domestic limited liability company or

other entity that has merged or consolidated, and the title to any

real property vested by deed or otherwise, under the laws of this

state, in any domestic limited liability company or other entity

shall not revert or be in any way impaired by reason of this

section, but all rights of creditors and all liens upon any property

of each domestic limited liability company or other entity shall be

preserved unimpaired. All debts, liabilities and duties of each

domestic limited liability company or other entity that has merged

or consolidated shall thereafter attach to the surviving or

resulting domestic limited liability company or other entity, and

may be enforced against the surviving or resulting limited liability

company or other entity to the same extent as if the debts,

liabilities, and duties had been incurred or contracted by the
s of each

domestic limited liability company or other entity that has merged

or consolidated shall thereafter attach to the surviving or

resulting domestic limited liability company or other entity, and

may be enforced against the surviving or resulting limited liability

company or other entity to the same extent as if the debts,

liabilities, and duties had been incurred or contracted by the

surviving or resulting limited liability company or other entity.

Unless otherwise agreed, a merger or consolidation of a domestic

limited liability company, including a domestic limited liability

Oklahoma Statutes - Title 18. Corporations Page 580

company which is not the surviving or resulting entity in the merger

or consolidation, shall not require the domestic limited liability

company to wind up its affairs or pay its liabilities and distribute

its assets.

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

merger of a charitable entity into another entity, if the charitable

status of such entity would thereby be lost or impaired.