Okla. Stat. tit. 18, § 18-2054.8

MERGER AND CONSOLIDATION OF REGISTERED SERIES

A. Under an agreement of merger or consolidation, one or more

registered series may merge or consolidate with or into one or more

other registered series of the same limited liability company with

such registered series as the agreement shall provide being the

Oklahoma Statutes - Title 18. Corporations Page 605

surviving or resulting registered series. Unless otherwise provided

in the operating agreement, an agreement of merger or consolidation

shall be approved by each registered series which is to merge or

consolidate by members of the registered series who own a majority

of the then current percentage or other interest in the profits of

the registered series owned by all of the members of the registered

series. In connection with a merger or consolidation hereunder,

rights or securities of, or interests in, a registered series which

is a constituent party to the merger or consolidation may be

exchanged for or converted into cash, property, rights, or

securities of, or interests in, the surviving or resulting

registered series or, in addition to or in lieu thereof, may be

exchanged for or converted into cash, property, rights, or

securities of, or interests in, a domestic limited liability company

or other business entity which is not the surviving or resulting

registered series in the merger or consolidation, may remain

outstanding, or may be canceled. Notwithstanding prior approval, an

agreement of merger or consolidation may be terminated or amended

under a provision for such termination or amendment contained in the

agreement of merger or consolidation.

B. If a registered series is merging or consolidating under

this section, the registered series surviving or resulting in or

from the merger or consolidation shall file articles of merger or

consolidation of registered series executed by one or more

authorized persons on behalf of the registered series when it is the

surviving or resulting registered series in the Office of the

Secretary of State. The articles of merger or consolidation of

registered series shall state:

1. The name of each registered series which is to merge or

consolidate and the name of the limited liability company that

formed the registered series;

2. That an agreement of merger or consolidation has been

approved and executed by or on behalf of each registered series

which is to merge or consolidate;

3. The name of the surviving or resulting registered series;

4. Such amendment, if any, to the articles of registered series

of the registered series that is the surviving registered series to

change the name of the surviving registered series, as is desired to

be effected by the merger;

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

time certain, of the merger or consolidation if it is not to be

effective upon the filing of the articles of merger or consolidation

of registered series;

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

a place of business of the surviving or resulting registered series

or the limited liability company that formed such registered series,

and shall state the address thereof; and

Oklahoma Statutes - Title 18. Corporations Page 606

7. That a copy of the agreement of merger or consolidation will

be furnished by the surviving or resulting registered series, on

request and without cost, to any member of any registered series

which is to merge or consolidate.

C. Unless a future effective date or time is provided in

articles of merger or consolidation of registered series, a merger

or consolidation under this section shall be effective upon the

filing in the Office of the Secretary of State of articles of merger

or consolidation of registered series.

D. Articles of merger or consolidation of registered series

cancel the articles of registered series of the registered series

which is not the surviving or resulting registered series in the
of registered series, a merger

or consolidation under this section shall be effective upon the

filing in the Office of the Secretary of State of articles of merger

or consolidation of registered series.

D. Articles of merger or consolidation of registered series

cancel the articles of registered series of the registered series

which is not the surviving or resulting registered series in the

merger or consolidation. Articles of merger or consolidation of

registered series that set forth any amendment in accordance with

paragraph 4 of subsection B of this section is deemed to be an

amendment to the articles of registered series of the surviving

registered series, and no further action shall be required to amend

the articles of registered series of the surviving registered series

under Section 14 of this act with respect to such amendments set

forth in such articles of merger or consolidation. Whenever this

section requires the filing of articles of merger or consolidation

of registered series, such requirement is deemed satisfied by the

filing of an agreement of merger or consolidation containing the

information required by this section to be set forth in such

articles of merger or consolidation.

E. An agreement of merger or consolidation approved in

accordance with subsection A of this section may effect any

amendment to the operating agreement relating solely to the

registered series that are constituent parties to the merger or

consolidation. Any amendment to an operating agreement relating

solely to the registered series that are constituent parties to the

merger or consolidation made under this subsection shall be

effective at the effective time or date of the merger or

consolidation and shall be effective notwithstanding any provision

of the operating agreement relating to amendment of the operating

agreement, other than a provision that by its terms applies to an

amendment to the operating agreement in connection with a merger or

consolidation. The provisions of this subsection shall not be

construed to limit the accomplishment of a merger or of any of the

matters referred to herein by any other means provided for in an

operating agreement or other agreement or as otherwise permitted by

law, including that the operating agreement relating to any

constituent registered series to the merger or consolidation,

including a registered series formed for the purpose of consummating

a merger or consolidation, shall be the operating agreement of the

surviving or resulting registered series.

Oklahoma Statutes - Title 18. Corporations Page 607

F. When any merger or consolidation shall have become effective

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

of the rights, privileges, and powers of each of the registered

series that have merged or consolidated, and all property, real,

personal, and mixed, and all debts due to any of the registered

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

to each of the registered series, shall be vested in the surviving

or resulting registered series, and shall thereafter be the property

of the surviving or resulting registered series as they were of each

of the registered series that have merged or consolidated. The

title to any real property vested by deed or otherwise, under the

laws of this state, in any of the registered series, shall not

revert or be in any way impaired by reason of this act; but all

rights of creditors and all liens upon any property of any of the

registered series shall be preserved unimpaired, and all debts,

liabilities, and duties of each of the registered series that have

merged or consolidated shall remain attached to the surviving or

resulting registered series, and may be enforced against it to the

same extent as if the debts, liabilities, and duties had been

incurred or contracted by it. Unless otherwise agreed, a merger or
he

registered series shall be preserved unimpaired, and all debts,

liabilities, and duties of each of the registered series that have

merged or consolidated shall remain attached to the surviving or

resulting registered series, and may be enforced against it to the

same extent as if the debts, liabilities, and duties had been

incurred or contracted by it. Unless otherwise agreed, a merger or

consolidation of a registered series of a limited liability company,

including a registered series which is not the surviving or

resulting registered series in the merger or consolidation, shall

not require the registered series to wind up its affairs under

Section 14 of this act, or pay its liabilities and distribute its

assets under Section 14 of this act, and the merger or consolidation

shall not constitute a dissolution of the registered series.

G. An operating agreement may provide that a registered series

of a limited liability company shall not have the power to merge or

consolidate as set forth in this section.