Okla. Stat. tit. 54, § 54-500-1109A
This is the official text of Okla. Stat. tit. 54, § 54-500-1109A, part of Oklahoma’s Stat. tit. 54, — part of the compiled statutory law of Oklahoma, published by the state as "Stat. tit. 54,." Browse the sections below, each linked to its official government source.
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Effect of merger
Official statutory text
EFFECT OF MERGER.
(a) When a merger becomes effective:
(1) the surviving organization continues or comes into
existence;
(2) each constituent organization that merges into the
surviving organization ceases to exist as a separate entity;
(3) all property owned by each constituent organization that
ceases to exist vests in the surviving organization;
(4) all debts, liabilities, and other obligations of each
constituent organization that ceases to exist continue as
obligations of the surviving organization;
(5) an action or proceeding pending by or against any
constituent organization that ceases to exist may be continued as if
the merger had not occurred;
(6) except as prohibited by other law, all of the rights,
privileges, immunities, powers, and purposes of each constituent
organization that ceases to exist vest in the surviving
organization;
(7) except as otherwise provided in the plan of merger, the
terms and conditions of the plan of merger take effect;
(8) except as otherwise agreed, if a constituent limited
partnership ceases to exist, the merger does not dissolve the
limited partnership for the purposes of Article 8 of this act;
(9) if the surviving organization is created by the merger:
(A) if it is a limited partnership, the certificate of
limited partnership becomes effective; or
(B) if it is an organization other than a limited
partnership, the organizational document that creates
the organization becomes effective; and
(10) if the surviving organization preexists the merger, any
amendments provided for in the articles of merger for the
organizational document that created the organization become
effective.
(b) A surviving organization that is a foreign organization
consents to the jurisdiction of the courts of this state to enforce
any obligation owed by a constituent organization, if before the
merger the constituent organization was subject to suit in this
state on the obligation. A surviving organization that is a foreign
organization and not authorized to transact business in this state
appoints the Secretary of State as its agent for service of process
for the 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 Section 17 of
this act.
(a) When a merger becomes effective:
(1) the surviving organization continues or comes into
existence;
(2) each constituent organization that merges into the
surviving organization ceases to exist as a separate entity;
(3) all property owned by each constituent organization that
ceases to exist vests in the surviving organization;
(4) all debts, liabilities, and other obligations of each
constituent organization that ceases to exist continue as
obligations of the surviving organization;
(5) an action or proceeding pending by or against any
constituent organization that ceases to exist may be continued as if
the merger had not occurred;
(6) except as prohibited by other law, all of the rights,
privileges, immunities, powers, and purposes of each constituent
organization that ceases to exist vest in the surviving
organization;
(7) except as otherwise provided in the plan of merger, the
terms and conditions of the plan of merger take effect;
(8) except as otherwise agreed, if a constituent limited
partnership ceases to exist, the merger does not dissolve the
limited partnership for the purposes of Article 8 of this act;
(9) if the surviving organization is created by the merger:
(A) if it is a limited partnership, the certificate of
limited partnership becomes effective; or
(B) if it is an organization other than a limited
partnership, the organizational document that creates
the organization becomes effective; and
(10) if the surviving organization preexists the merger, any
amendments provided for in the articles of merger for the
organizational document that created the organization become
effective.
(b) A surviving organization that is a foreign organization
consents to the jurisdiction of the courts of this state to enforce
any obligation owed by a constituent organization, if before the
merger the constituent organization was subject to suit in this
state on the obligation. A surviving organization that is a foreign
organization and not authorized to transact business in this state
appoints the Secretary of State as its agent for service of process
for the 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 Section 17 of
this act.
Status: in_force · Read it on the official government site
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