Okla. Stat. tit. 18, § 18-441-1610

EFFECT OF MERGER.

(a) When a merger becomes effective:

(1) The surviving entity continues or comes into existence;

(2) Each constituent entity that merges into the surviving

entity ceases to exist as a separate entity;

(3) All property owned by each constituent entity that ceases

to exist vests in the surviving entity;

(4) All debts, liabilities, and other obligations of each

constituent entity that ceases to exist continue as obligations of

the surviving entity;

(5) An action or proceeding pending by or against any

constituent entity that ceases to exist may be continued as if the

merger had not occurred;

Oklahoma Statutes - Title 18. Corporations Page 234

(6) Except as prohibited by law other than the Uniform Limited

Cooperative Association Act of 2009, all rights, privileges,

immunities, powers, and purposes of each constituent entity that

ceases to exist vest in the surviving entity;

(7) Except as otherwise provided in the plan of merger, the

terms and conditions of the plan take effect;

(8) Except as otherwise provided in the plan of merger, if a

merging limited cooperative association ceases to exist, the merger

does not dissolve the association for purposes of Article 12 of this

act;

(9) If the surviving entity is created by the merger and:

(A) is a limited cooperative association, the articles of

organization become effective; or

(B) is an entity other than a limited cooperative

association, the organizational document that creates

the entity becomes effective; and

(10) If the surviving entity is not created by the merger, any

amendments made by the articles of merger for the organizational

documents of the surviving entity become effective.

(b) A surviving entity that is an entity organized under the

laws of a jurisdiction other than this state consents to the

jurisdiction of the courts of this state to enforce any obligation

owed by the constituent entity if, before the merger, the

constituent entity was subject to suit in this state on the

obligation. A surviving entity that is an entity organized under

the laws of a jurisdiction other than this state and not authorized

to transact business in this state appoints the Secretary of State

as its agent for service of process for purposes of enforcing an

obligation under this subsection. Service on the Secretary of State

under this subsection is made in the same manner and with the same

consequences as in subsections (c) and (d) of Section 20 of this

act.