{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1081","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1081","heading":"Merger or consolidation of domestic corporations","body":"MERGER OR CONSOLIDATION OF DOMESTIC CORPORATIONS\n\nA. Any two or more domestic corporations may merge into a\n\nsingle surviving corporation, which may be any one of the\n\nconstituent corporations or may consolidate into a new resulting\n\ncorporation formed by the consolidation, pursuant to an agreement of\n\nmerger or consolidation, as the case may be, complying and approved\n\nin accordance with the provisions of this section.\n\nB. The board of directors of each corporation which desires to\n\nmerge or consolidate shall adopt a resolution approving an agreement\n\nof merger or consolidation and declaring its advisability. The\n\nagreement shall state:\n\n1. The terms and conditions of the merger or consolidation;\n\n2. The mode of carrying the same into effect;\n\n3. In the case of a merger, the amendments or changes in the\n\ncertificate of incorporation of the surviving corporation as are\n\ndesired to be effected by the merger, which amendments or changes\n\nmay amend and restate the certificate of incorporation of the\n\nsurviving corporation in its entirety, or, if no amendments or\n\nchanges are desired, a statement that the certificate of\n\nincorporation of the surviving corporation shall be its certificate\n\nof incorporation of the surviving or resulting corporation;\n\n4. In the case of a consolidation, that the certificate of\n\nincorporation of the resulting corporation shall be as is set forth\n\nin an attachment to the agreement;\n\n5. The manner, if any, of converting the shares of each of the\n\nconstituent corporations into shares or other securities of the\n\ncorporation surviving or resulting from the merger or consolidation,\n\nor of canceling some or all of the shares, and, if any shares of any\n\nof the constituent corporations are not to remain outstanding, to be\n\nconverted solely into shares or other securities of the surviving or\n\nresulting corporation or to be canceled, the cash, property, rights,\n\nor securities of any other corporation or entity which the holders\n\nof the shares are to receive in exchange for or upon conversion of\n\nthe shares and the surrender of any certificates evidencing them,\n\nwhich cash, property, rights or securities of any other corporation\n\nor entity may be in addition to or in lieu of shares or other\n\nsecurities of the surviving or resulting corporation; and\n\n6. Other details or provisions as are deemed desirable,\n\nincluding without limiting the generality of the foregoing, a\n\nprovision for the payment of cash in lieu of the issuance or\n\nrecognition of fractional shares, rights or other securities of the\n\nsurviving or resulting corporation or of any other corporation or\n\nentity the shares, rights or other securities of which are to be\n\nreceived in the merger or consolidation, or for any other\n\narrangement with respect thereto, consistent with the provisions of\n\nSection 1036 of this title. The agreement so adopted shall be\n\nexecuted and acknowledged in accordance with the provisions of\n\nSection 1007 of this title. Any of the terms of the agreement of\n\nmerger or consolidation may be made dependent upon facts\n\nascertainable outside of the agreement; provided, that the manner in\n\nwhich these facts shall operate upon the terms of the agreement is\n\nclearly and expressly set forth in the agreement of merger or\n\nconsolidation. The term “facts” as used in this paragraph includes,\n\nbut is not limited to, the occurrence of any event including a\n\ndetermination or action by any person or body including the\n\ncorporation.\n\nC. The agreement required by the provisions of subsection B of\n\nthis section shall be submitted to the shareholders of each\n\nconstituent corporation at an annual or special meeting thereof for\n\nthe purpose of acting on the agreement. Due notice of the time,\n\nplace, and purpose of the meeting shall be mailed to each holder of\n\nstock whether voting or nonvoting, of the corporation at the address\n\nwhich appears on the records of the corporation, at least twenty\nthis section shall be submitted to the shareholders of each\n\nconstituent corporation at an annual or special meeting thereof for\n\nthe purpose of acting on the agreement. Due notice of the time,\n\nplace, and purpose of the meeting shall be mailed to each holder of\n\nstock whether voting or nonvoting, of the corporation at the address\n\nwhich appears on the records of the corporation, at least twenty\n\n(20) days before the date of the meeting. The notice shall contain\n\na copy of the agreement or a brief summary thereof; provided,\n\nhowever, the notice shall be effective only with respect to mergers\n\nor consolidations for which the notice of the shareholders meeting\n\nto vote thereon has been mailed after November 1, 1988. At the\n\nmeeting the agreement shall be considered and a vote taken for its\n\nadoption or rejection. If a majority of the outstanding stock of\n\nthe corporation entitled to vote thereon shall be voted for the\n\nadoption of the agreement, that fact shall be certified on the\n\nagreement by the secretary or the assistant secretary of the\n\ncorporation; provided, that such certification on the agreement\n\nshall not be required if a certificate of merger or consolidation is\n\nfiled in lieu of filing the agreement. If the agreement shall be so\n\nadopted and certified by each constituent corporation, it shall then\n\nbe filed and shall become effective in accordance with the\n\nprovisions of Section 1007 of this title. In lieu of filing an\n\nagreement of merger or consolidation required by this section, the\n\nsurviving or resulting corporation may file a certificate of merger\n\nor consolidation executed in accordance with the provisions of\n\nSection 1007 of this title and which states:\n\n1. The name and state of incorporation of each of the\n\nconstituent corporations;\n\n2. That an agreement of merger or consolidation has been\n\napproved, adopted, executed and acknowledged by each of the\n\nconstituent corporations in accordance with the provisions of this\n\nsection;\n\n3. The name of the surviving or resulting corporation;\n\n4. In the case of a merger, the amendments or changes in the\n\ncertificate of incorporation of the surviving corporation, which may\n\nbe amended and restated, that are desired to be effected by the\n\nmerger, which amendments or changes may amend and restate the\n\ncertificate of incorporation of the surviving corporation in its\n\nentirety, or, if no amendments or changes are desired, a statement\n\nthat the certificate of incorporation of the surviving corporation\n\nshall be its certificate of incorporation;\n\n5. In the case of a consolidation, that the certificate of\n\nincorporation of the resulting corporation shall be as is set forth\n\nin an attachment to the certificate;\n\n6. That the executed agreement of consolidation or merger is on\n\nfile at the principal place of business of the surviving or\n\nresulting corporation, stating the address thereof; and\n\n7. That a copy of the agreement of consolidation or merger will\n\nbe furnished by the surviving or resulting corporation, on request\n\nand without cost, to any shareholder of any constituent corporation.\n\nFor purposes of Sections 1084 and 1086 of this title, the term\n\n“shareholder” shall be deemed to include “member”.\n\nD. Any agreement of merger or consolidation may contain a\n\nprovision that at any time prior to the time that the agreement, or\n\na certificate filed with the Secretary of State in lieu thereof,\n\nbecomes effective in accordance with Section 1007 of this title, the\n\nagreement may be terminated by the board of directors of any\n\nconstituent corporation notwithstanding approval of the agreement by\n\nthe shareholders of all or any of the constituent corporations;\n\nprovided, if the agreement of merger or consolidation is terminated\n\nafter the filing of the agreement, or a certificate filed with the\n\nSecretary of State in lieu thereof, but before the agreement or\nors of any\n\nconstituent corporation notwithstanding approval of the agreement by\n\nthe shareholders of all or any of the constituent corporations;\n\nprovided, if the agreement of merger or consolidation is terminated\n\nafter the filing of the agreement, or a certificate filed with the\n\nSecretary of State in lieu thereof, but before the agreement or\n\ncertificate has become effective, a certificate of termination of\n\nmerger or consolidation shall be filed in accordance with Section\n\n1007 of this title. Any agreement of merger or consolidation may\n\ncontain a provision that the boards of directors of the constituent\n\ncorporations may amend the agreement at any time prior to the time\n\nthat the agreement, or a certificate filed with the Secretary of\n\nState in lieu thereof, becomes effective in accordance with Section\n\n1007 of this title; provided, that an amendment made subsequent to\n\nthe adoption of the agreement by the shareholders of any constituent\n\ncorporation shall not:\n\n1. Alter or change the amount or kind of shares, securities,\n\ncash, property or rights to be received in exchange for or on\n\nconversion of all or any of the shares of any class or series\n\nthereof of the constituent corporation;\n\n2. Alter or change any term of the certificate of incorporation\n\nof the surviving corporation to be effected by the merger or\n\nconsolidation; or\n\n3. Alter or change any of the terms and conditions of the\n\nagreement if an alteration or change would adversely affect the\n\nholders of any class or series thereof of the constituent\n\ncorporation.\n\nIf the agreement of merger or consolidation is amended after the\n\nfiling of the agreement, or a certificate in lieu thereof, with the\n\nSecretary of State, but before the agreement or certificate has\n\nbecome effective, a certificate of amendment of merger or\n\nconsolidation shall be filed in accordance with Section 1007 of this\n\ntitle.\n\nE. In the case of a merger, the certificate of incorporation of\n\nthe surviving corporation shall automatically be amended to the\n\nextent, if any, that changes in the certificate of incorporation are\n\nset forth in the certificate of merger.\n\nF. Notwithstanding the requirements of subsection C of this\n\nsection, unless required by its certificate of incorporation, no\n\nvote of shareholders of a constituent corporation surviving a merger\n\nshall be necessary to authorize a merger if:\n\n1. The agreement of merger does not amend in any respect the\n\ncertificate of incorporation of the constituent corporation;\n\n2. Each share of stock of the constituent corporation\n\noutstanding immediately prior to the effective date of the merger is\n\nto be an identical outstanding or treasury share of the surviving\n\ncorporation after the effective date of the merger; and\n\n3. Either no shares of common stock of the surviving\n\ncorporation and no shares, securities or obligations convertible\n\ninto such stock are to be issued or delivered under the plan of\n\nmerger, or the authorized unissued shares or the treasury shares of\n\ncommon stock of the surviving corporation to be issued or delivered\n\nunder the plan of merger plus those initially issuable upon\n\nconversion of any other shares, securities or obligations to be\n\nissued or delivered under the plan do not exceed twenty percent\n\n(20%) of the shares of common stock of the constituent corporation\n\noutstanding immediately prior to the effective date of the merger.\n\nNo vote of shareholders of a constituent corporation shall be\n\nnecessary to authorize a merger or consolidation if no shares of the\n\nstock of the corporation shall have been issued prior to the\n\nadoption by the board of directors of the resolution approving the\n\nagreement of merger or consolidation. If an agreement of merger is\n\nadopted by the constituent corporation surviving the merger, by\n\naction of its board of directors and without any vote of its\nll be\n\nnecessary to authorize a merger or consolidation if no shares of the\n\nstock of the corporation shall have been issued prior to the\n\nadoption by the board of directors of the resolution approving the\n\nagreement of merger or consolidation. If an agreement of merger is\n\nadopted by the constituent corporation surviving the merger, by\n\naction of its board of directors and without any vote of its\n\nshareholders pursuant to the provisions of this subsection, the\n\nsecretary or assistant secretary of that corporation shall certify\n\non the agreement that the agreement has been adopted pursuant to the\n\nprovisions of this subsection and:\n\na. if it has been adopted pursuant to paragraph 1 of this\n\nsubsection, that the conditions specified have been\n\nsatisfied, or\n\nb. if it has been adopted pursuant to paragraph 2 of this\n\nsubsection, that no shares of stock of the corporation\n\nwere issued prior to the adoption by the board of\n\ndirectors of the resolution approving the agreement of\n\nmerger or consolidation; provided, that such\n\ncertification on the agreement shall not be required\n\nif a certificate of merger or consolidation is filed\n\nin lieu of filing the agreement.\n\nThe agreement so adopted and certified shall then be filed and\n\nshall become effective in accordance with the provisions of Section\n\n1007 of this title. Filing shall constitute a representation by the\n\nperson who executes the certificate that the facts stated in the\n\ncertificate remain true immediately prior to filing.\n\nG. 1. Notwithstanding the requirements of subsection C of this\n\nsection, unless expressly required by its certificate of\n\nincorporation, no vote of shareholders of a constituent corporation\n\nshall be necessary to authorize a merger with or into a single\n\ndirect or indirect wholly owned subsidiary of the constituent\n\ncorporation if:\n\na. the constituent corporation and the direct or indirect\n\nwholly owned subsidiary of the constituent corporation\n\nare the only constituent entities to the merger,\n\nb. each share or fraction of a share of the capital stock\n\nof the constituent corporation outstanding immediately\n\nbefore the effective time of the merger is converted\n\nin the merger into a share or equal fraction of share\n\nof capital stock of a holding company having the same\n\ndesignations, rights, powers and preferences, and the\n\nqualifications, limitations and restrictions thereof,\n\nas the share of stock of the constituent corporation\n\nbeing converted in the merger,\n\nc. the holding company and the constituent corporation\n\nare domestic corporations and the direct or indirect\n\nwholly owned subsidiary that is the other constituent\n\nentity to the merger is a domestic corporation or\n\nlimited liability company,\n\nd. the certificate of incorporation and bylaws of the\n\nholding company immediately following the effective\n\ntime of the merger contain provisions identical to the\n\ncertificate of incorporation and bylaws of the\n\nconstituent corporation immediately before the\n\neffective time of the merger, other than provisions,\n\nif any, regarding the incorporator or incorporators,\n\nthe corporate name, the registered office and agent,\n\nthe initial board of directors and the initial\n\nsubscribers of shares and provisions contained in any\n\namendment to the certificate of incorporation as were\n\nnecessary to effect a change, exchange,\n\nreclassification, subdivision, combination or\n\ncancellation of stock, if a change, exchange,\n\nreclassification or cancellation has become effective,\n\ne. as a result of the merger, the constituent corporation\n\nor its successor corporation becomes or remains a\n\ndirect or indirect wholly owned subsidiary of the\n\nholding company,\n\nf. the directors of the constituent corporation become or\n\nremain the directors of the holding company upon the\n\neffective time of the merger,\n\ng. the organizational documents of the surviving entity\n\nimmediately following the effective time of the merger\nconstituent corporation\n\nor its successor corporation becomes or remains a\n\ndirect or indirect wholly owned subsidiary of the\n\nholding company,\n\nf. the directors of the constituent corporation become or\n\nremain the directors of the holding company upon the\n\neffective time of the merger,\n\ng. the organizational documents of the surviving entity\n\nimmediately following the effective time of the merger\n\ncontain provisions requiring that:\n\n(1) any act or transaction by or involving the\n\nsurviving entity, other than the election or\n\nremoval of directors or managers, managing\n\nmembers or other members of the governing body of\n\nthe surviving entity, that if taken by the\n\nconstituent corporation immediately before the\n\neffective time of the merger would require for\n\nits adoption under the Oklahoma General\n\nCorporation Act or under the certificate of\n\nincorporation or bylaws of the constituent\n\ncorporation immediately before the effective time\n\nof the merger the approval of the shareholders of\n\nthe constituent corporation, shall, by specific\n\nreference to this subsection, require, in\n\naddition to approval of the shareholders or\n\nmembers of the surviving entity, the approval of\n\nthe shareholders of the holding company or any\n\nsuccessor by merger, by the same vote as is\n\nrequired by the Oklahoma General Corporation Act\n\nand/or under the certificate of incorporation or\n\nbylaws of the constituent corporation immediately\n\nbefore the effective time of the merger;\n\nprovided, however, that for purposes of this\n\ndivision, managers, managing members or other\n\nmembers of the entity, which would require the\n\napproval of the shareholders of the surviving\n\nentity if subject to the Oklahoma General\n\nCorporation Act, any amendment of the\n\norganizational documents of a surviving entity\n\nthat is not a corporation, which amendment would,\n\nif adopted by a corporation subject to the\n\nOklahoma General Corporation Act, be required to\n\nbe included in the certificate of incorporation\n\nof such corporation, shall, by specific reference\n\nto this subsection, require, in addition, the\n\napproval of the shareholders of the holding\n\ncompany, or any successor by merger, by the same\n\nvote as is required by the Oklahoma General\n\nCorporation Act and/or by the certificate of\n\nincorporation or bylaws of the constituent\n\ncorporation immediately before the effective time\n\nof the merger, and\n\n(2) the business and affairs of a surviving entity\n\nthat is not a corporation shall be managed by or\n\nunder the direction of a board of directors,\n\nboard of managers or other governing body\n\nconsisting of individuals who are subject to the\n\nsame fiduciary duties applicable to, and who are\n\nliable for breach of such duties to the same\n\nextent as, directors of a corporation subject to\n\nthe Oklahoma General Corporation Act; and\n\nh. the shareholders of the constituent corporation do not\n\nrecognize gain or loss for federal income tax purposes\n\nas determined by the board of directors of the\n\nconstituent corporation.\n\nNeither subparagraph g of paragraph 1 of this subsection nor any\n\nprovision of a surviving entity’s organizational documents required\n\nby subparagraph g of paragraph 1 of this subsection shall be deemed\n\nor construed to require approval of the shareholders of the holding\n\ncompany to elect or remove directors or managers, managing members\n\nor other members of the governing body of the surviving entity.\n\n2. As used in this subsection, the term “holding company” means\n\na corporation which, from its incorporation until consummation of a\n\nmerger governed by this subsection, was at all times a direct or\n\nindirect wholly owned subsidiary of the constituent corporation and\n\nwhose capital stock is issued in a merger.\n\n3. As used in this subsection, the term “organizational\n\ndocuments” means, when used in reference to a corporation, the\nhe term “holding company” means\n\na corporation which, from its incorporation until consummation of a\n\nmerger governed by this subsection, was at all times a direct or\n\nindirect wholly owned subsidiary of the constituent corporation and\n\nwhose capital stock is issued in a merger.\n\n3. As used in this subsection, the term “organizational\n\ndocuments” means, when used in reference to a corporation, the\n\ncertificate of incorporation of the corporation and, when used in\n\nreference to a limited liability company, the articles of\n\norganization and the operating agreement of the limited liability\n\ncompany.\n\n4. From and after the effective time of a merger adopted by a\n\nconstituent corporation by action of its board of directors and\n\nwithout any vote of shareholders pursuant to this subsection:\n\na. to the extent the restriction of Section 1090.3 of\n\nthis title applied to the constituent corporation and\n\nits shareholders at the effective time of the merger,\n\nrestrictions shall apply to the holding company and\n\nits shareholders immediately after the effective time\n\nof the merger as though it were the constituent\n\ncorporation, and all shareholders of stock of the\n\nholding company acquired in the merger shall for\n\npurposes of Section 1090.3 of this title be deemed to\n\nhave been acquired at the time that the shares of\n\nstock of the constituent corporation converted in the\n\nmerger were acquired; provided, that any shareholder\n\nwho immediately before the effective time of the\n\nmerger was not an interested shareholder within the\n\nmeaning of Section 1090.3 of this title shall not\n\nsolely by reason of the merger become an interested\n\nshareholder of the holding company,\n\nb. if the corporate name of the holding company\n\nimmediately following the effective time of the merger\n\nis the same as the corporate name of the constituent\n\ncorporation immediately before the effective time of\n\nthe merger, the shares of capital stock of the holding\n\ncompany into which the shares of capital stock of the\n\nconstituent corporation are converted in the merger\n\nshall be represented by the stock certificates that\n\npreviously represented the shares of capital stock of\n\nthe constituent corporation, and\n\nc. to the extent a shareholder of the constituent\n\ncorporation immediately before the merger had standing\n\nto institute or maintain derivative litigation on\n\nbehalf of the constituent corporation, nothing in this\n\nsection shall be deemed to limit or extinguish such\n\nstanding.\n\n5. If any agreement of merger is adopted by a constituent\n\ncorporation by action of its board of directors and without any vote\n\nof shareholders pursuant to this subsection, the secretary or\n\nassistant secretary of the constituent corporation shall certify on\n\nthe agreement that the agreement has been adopted pursuant to this\n\nsubsection and that the conditions specified in paragraph 1 of this\n\nsubsection have been satisfied; provided, that such certification on\n\nthe agreement shall not be required if a certificate of merger or\n\nconsolidation is filed in lieu of filing the agreement. The\n\nagreement so adopted and certified shall then be filed and become\n\neffective in accordance with Section 1007 of this title. Filing\n\nshall constitute a representation by the person who executes the\n\nagreement that the facts stated in the certificate remain true\n\nimmediately before the filing.\n\nH. Notwithstanding the requirements of subsection C of this\n\nsection, unless expressly required by its certificate of\n\nincorporation, no vote of shareholders of a constituent corporation\n\nthat has a class or series of stock that is listed on a national\n\nsecurities exchange or held of record by more than two thousand\n\nholders immediately prior to the execution of the agreement of\n\nmerger by such constituent corporation shall be necessary to\n\nauthorize a merger if:\n\n1. The agreement of merger expressly (a) permits or requires\nion, no vote of shareholders of a constituent corporation\n\nthat has a class or series of stock that is listed on a national\n\nsecurities exchange or held of record by more than two thousand\n\nholders immediately prior to the execution of the agreement of\n\nmerger by such constituent corporation shall be necessary to\n\nauthorize a merger if:\n\n1. The agreement of merger expressly (a) permits or requires\n\nsuch merger to be effected under this subsection and (b) provides\n\nthat such merger shall be effected as soon as practicable following\n\nthe consummation of the offer referred to in paragraph 2 of this\n\nsubsection if such merger is effected under this subsection;\n\n2. A corporation consummates an offer for all of the\n\noutstanding stock of such constituent corporation on the terms\n\nprovided in such agreement of merger that, absent this subsection,\n\nwould be entitled to vote on the adoption or rejection of the\n\nagreement of merger; provided, however, that such offer may be\n\nconditioned on the tender of a minimum number or percentage of\n\nshares of the stock of such constituent corporation, or of any class\n\nor series thereof, and such offer may exclude any excluded stock;\n\nand provided further, that the corporation may consummate separate\n\noffers for separate classes or series of the stock of such\n\nconstituent corporation;\n\n3. Immediately following the consummation of the offer referred\n\nto in paragraph 2 of this subsection, the stock irrevocably accepted\n\nfor purchase or exchange pursuant to such offer and received by the\n\ndepository prior to expiration of such offer, together with the\n\nstock otherwise owned by the consummating corporation or its\n\naffiliates and any rollover stock, equals at least such percentage\n\nof the shares of stock of such constituent corporation, and of each\n\nclass or series thereof, that, absent this subsection, would be\n\nrequired to adopt the agreement of merger by this chapter and by the\n\ncertificate of incorporation of such constituent corporation;\n\n4. The corporation consummating the offer referred to in\n\nparagraph 2 of this subsection merges with or into such constituent\n\ncorporation pursuant to such agreement;\n\n5. Each outstanding share, other than shares of excluded stock,\n\nof each class or series of stock of the constituent corporation that\n\nis the subject of and not irrevocably accepted for purchase or\n\nexchange in the offer referred to in paragraph 2 of this subsection\n\nis to be converted in such merger into, or into the right to\n\nreceive, the same amount and kind of cash, property, rights or\n\nsecurities paid for shares of such class or series of stock of such\n\nconstituent corporation irrevocably accepted for purchase or\n\nexchange in such offer; and\n\n6. As used in this subsection only, the term:\n\na. “affiliate” means, in respect of the corporation\n\nmaking the offer referred to in paragraph 2 of this\n\nsubsection, any person that (1) owns, directly or\n\nindirectly, all of the outstanding stock of such\n\ncorporation or (2) is a direct or indirect wholly\n\nowned subsidiary of such corporation or of any person\n\nreferred to in proviso (1) of this subparagraph,\n\nb. “consummates”, and with correlative meaning,\n\n“consummation” and “consummating”, means irrevocably\n\naccepts for purchase or exchange stock tendered\n\npursuant to an offer,\n\nc. “depository” means an agent including a depository,\n\nappointed to facilitate consummation of the offer\n\nreferred to in paragraph 2 of this subsection,\n\nd. “excluded stock” means (1) stock of such constituent\n\ncorporation that is owned at the commencement of the\n\noffer referred to in paragraph 2 of this subsection by\n\nsuch constituent corporation, the corporation making\n\nthe offer referred to in paragraph 2 of this\n\nsubsection, any person that owns, directly or\n\nindirectly, all of the outstanding stock of the\n\ncorporation making such offer, or any direct or\n\nindirect wholly owned subsidiary of any of the\norporation that is owned at the commencement of the\n\noffer referred to in paragraph 2 of this subsection by\n\nsuch constituent corporation, the corporation making\n\nthe offer referred to in paragraph 2 of this\n\nsubsection, any person that owns, directly or\n\nindirectly, all of the outstanding stock of the\n\ncorporation making such offer, or any direct or\n\nindirect wholly owned subsidiary of any of the\n\nforegoing and (2) rollover stock,\n\ne. “person” means any individual, corporation,\n\npartnership, limited liability company, unincorporated\n\nassociation or other entity,\n\nf. “received” solely for purposes of paragraph 3 of this\n\nsubsection means (1) with respect to certificated\n\nshares, physical receipt of a stock certificate\n\naccompanied by an executed letter of transmittal, (2)\n\nwith respect to uncertificated shares held of record\n\nby a clearing corporation as nominee, transfer into\n\nthe depository’s account by means of an agent’s\n\nmessage, and (3) with respect to uncertificated shares\n\nheld of record by a person other than a clearing\n\ncorporation as nominee, physical receipt of an\n\nexecuted letter of transmittal by the depository;\n\nprovided, however, that shares shall cease to be\n\n“received” (4) with respect to certificated shares, if\n\nthe certificate representing such shares was canceled\n\nprior to consummation of the offer referred to in\n\nparagraph 2 of this subsection, or (5) with respect to\n\nuncertificated shares, to the extent such\n\nuncertificated shares have been reduced or eliminated\n\ndue to any sale of such shares prior to consummation\n\nof the offer referred to in paragraph 2 of this\n\nsubsection, and\n\ng. “rollover stock” means any shares of stock of such\n\nconstituent corporation that are the subject of a\n\nwritten agreement requiring such shares to be\n\ntransferred, contributed or delivered to the\n\nconsummating corporation or any of its affiliates in\n\nexchange for stock or other equity interests in such\n\nconsummating corporation or an affiliate thereof;\n\nprovided, however, that such shares of stock shall\n\ncease to be rollover stock for purposes of paragraph 3\n\nof this subsection if, immediately prior to the time\n\nthe merger becomes effective under this chapter, such\n\nshares have not been transferred, contributed or\n\ndelivered to the consummating corporation or any of\n\nits affiliates pursuant to such written agreement.\n\nIf an agreement of merger is adopted without the vote of\n\nshareholders of a corporation pursuant to this subsection, the\n\nsecretary or assistant secretary of the surviving corporation shall\n\ncertify on the agreement that the agreement has been adopted\n\npursuant to this subsection and that the conditions specified in\n\nthis subsection, other than the condition listed in paragraph 4 of\n\nthis subsection, have been satisfied; provided, that such\n\ncertification on the agreement shall not be required if a\n\ncertificate of merger is filed in lieu of filing the agreement. The\n\nagreement so adopted and certified shall then be filed and shall\n\nbecome effective, in accordance with Section 1007 of this title.\n\nSuch filing shall constitute a representation by the person who\n\nexecutes the agreement that the facts stated in the certificate\n\nremain true immediately prior to such filing.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"53a6323aa01fb092a65541cdbbf05ddc580f31f61784db20cfd526ea32020202","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1080","next":"us-ok/okla.-stat.-tit.-18-18-1082"},"notice":"GroundRules: Original legal text. Not legal advice."}