{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1090.1","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1090.1","heading":"Share acquisitions","body":"SHARE ACQUISITIONS\n\nA. One or more corporations may acquire all or part of the\n\noutstanding shares of one or more other corporations, if the board\n\nof directors of each corporation adopts and its shareholders\n\napprove, if required by subsection C of this section, the agreement\n\nof acquisition.\n\nB. The agreement of acquisition shall set forth:\n\n1. the name or names of the corporation or corporations whose\n\nshares will be acquired and the name or names of the acquiring\n\ncorporation or corporations;\n\n2. the terms and conditions of the acquisitions;\n\n3. the manner and basis of exchanging the shares to be acquired\n\nfor the consideration proffered;\n\n4. any amendments or changes in the certificate of\n\nincorporation of a corporation which is a party to the agreement;\n\nand\n\n5. such other provisions as the directors shall deem advisable.\n\nC. After adopting an agreement of acquisition, the board of\n\ndirectors of each corporation whose shares are to be acquired, in\n\nwhole or in part, or whose certificate of incorporation is to be\n\namended, shall submit the agreement of acquisition for approval by\n\nthe shareholders entitled to vote thereon. Due notice of the\n\nmeeting shall be mailed to each holder of stock, whether voting or\n\nnonvoting, of the corporation at his address as it appears on the\n\nrecords of the corporation, at least twenty (20) days prior to the\n\nmeeting. The notice shall contain a copy of the agreement or a\n\nbrief summary thereof, as the directors shall deem advisable. At\n\nthe meeting, the agreement shall be considered and a vote taken for\n\nits adoption or rejection. If a majority of the outstanding stock\n\nof the 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 assistant secretary of the\n\ncorporation. If the agreement shall be adopted and approved in\n\naccordance with the provisions of this section, it shall then be\n\nfiled and shall become effective in accordance with the provisions\n\nof Section 1007 of this title. In lieu of filing an agreement of\n\nacquisition required by this section, the acquiring corporation may\n\nfile a certificate of acquisition, executed in accordance with the\n\nprovisions of Section 1007 of this title, which states:\n\n1. the name and jurisdiction of incorporation of each\n\ncorporation which is a party to the agreement;\n\n2. that the agreement of acquisition has been adopted,\n\napproved, certified, executed, and acknowledged in accordance with\n\nthe provisions of this section;\n\n3. whether the corporation is an acquiring corporation or a\n\ncorporation whose shares are to be acquired;\n\n4. the amendments or changes, if any, in the certificate of\n\nincorporation that are to be effected by the agreement of\n\nacquisition;\n\n5. that the executed agreement of acquisition is on file at the\n\nprincipal place of business of each corporation, stating the address\n\nthereof; and\n\n6. that a copy of the agreement of acquisition will be\n\nfurnished by each corporation, on request and without cost, to any\n\nof its shareholders.\n\nD. Any agreement of acquisition may contain a provision that at\n\nany time prior to the filing of the agreement with the Secretary of\n\nState, the agreement may be terminated by the board of directors of\n\nany affected corporation notwithstanding approval of the agreement\n\nby the shareholders of one or more of the affected corporations.\n\nAny agreement of acquisition may contain a provision that the board\n\nof directors of the affected corporations may amend the agreement at\n\nany time prior to the filing of the agreement, or a certificate in\n\nlieu thereof, with the Secretary of State, provided that an\n\namendment made subsequent to the adoption of the agreement by the\n\nshareholders of any affected corporation shall not:\n\na. alter or change the amount or kind of consideration to\n\nbe received in exchange for or on conversion of all or\nporations may amend the agreement at\n\nany time prior to the filing of the agreement, or a certificate in\n\nlieu thereof, with the Secretary of State, provided that an\n\namendment made subsequent to the adoption of the agreement by the\n\nshareholders of any affected corporation shall not:\n\na. alter or change the amount or kind of consideration to\n\nbe received in exchange for or on conversion of all or\n\npart of the shares to be acquired;\n\nb. alter or change any term of the certificate of\n\nincorporation of the affected corporations; or\n\nc. alter or change any of the terms and consideration of\n\nthe agreement if such alteration or change would\n\nadversely affect the holders of any class or series of\n\na corporation whose shares are to be acquired.\n\nE. The holders of the outstanding shares of a class shall be\n\nentitled to vote as a class upon an agreement of acquisition,\n\nwhether or not entitled to vote thereon by the provisions of the\n\ncertificate of incorporation, if the agreement provides for the\n\nacquisition of all or part of the shares of the class.\n\nF. This section shall not limit the power of a corporation to\n\nacquire all or part of the shares of one or more classes or series\n\nof another corporation through a voluntary exchange or otherwise.\n\nG. Any shareholder whose shares are to be acquired pursuant to\n\nan agreement of acquisition adopted and approved in accordance with\n\nthis section and who has complied with the procedural steps\n\nspecified in subsection D of Section 1091 of this title for mergers\n\nand consolidations and who has neither voted in favor of the share\n\nacquisition nor consented thereto in writing shall be entitled to an\n\nappraisal by the district court of the fair value of his shares in\n\ncompliance with the same provisions and procedures and with the same\n\nrights and limitations as set out in subsections E through K of\n\nSection 1091 of this title.\n\nH. If the entity acquiring shares pursuant to this section is\n\ngoverned by the laws of the District of Columbia or any state other\n\nthan this state, the entity shall agree that it may be served with\n\nprocess in this state in any proceeding for enforcement of any\n\nobligation of the acquiring corporation arising from the share\n\nacquisition, including any suit or other proceeding to enforce the\n\nright of any shareholders as determined in appraisal proceedings\n\npursuant to the provisions of Section 1091 of this title, and shall\n\nirrevocably appoint the Secretary of State as its agent to accept\n\nservice of process in any such suit or other proceedings and shall\n\nspecify the address to which a copy of such process shall be mailed\n\nby the Secretary of State. In the event of such service upon the\n\nSecretary of State in accordance with this subsection, the Secretary\n\nof State shall forthwith notify such acquiring corporation thereof\n\nby letter sent by certified mail, with return receipt requested,\n\ndirected to such acquiring corporation at its address so specified,\n\nunless such acquiring corporation shall have designated in writing\n\nto the Secretary of State a different address for such purpose, in\n\nwhich case it shall be mailed to the last address so designated.\n\nSuch letter shall enclose a copy of the process and any other papers\n\nserved on the Secretary of State pursuant to this subsection. It\n\nshall be the duty of the plaintiff in the event of such service to\n\nserve process and any other papers in duplicate, to notify the\n\nSecretary of State that service is being effected pursuant to this\n\nsubsection and to pay the Secretary of State the fee provided for in\n\nparagraph 7 of Section 1142 of this title, which fee shall be taxed\n\nas part of the costs in the proceeding, if the plaintiff shall\n\nprevail therein. The Secretary of State shall maintain an\n\nalphabetical record of any such service setting forth the name of\n\nthe plaintiff and the defendant, the title, docket number and nature\ns\n\nsubsection and to pay the Secretary of State the fee provided for in\n\nparagraph 7 of Section 1142 of this title, which fee shall be taxed\n\nas part of the costs in the proceeding, if the plaintiff shall\n\nprevail therein. The Secretary of State shall maintain an\n\nalphabetical record of any such service setting forth the name of\n\nthe plaintiff and the defendant, the title, docket number and nature\n\nof the proceeding in which process has been served upon the\n\nSecretary of State, the fact that service has been served upon the\n\nSecretary of State, the fact that service has been effected pursuant\n\nto this subsection, the return date thereof, and the date service\n\nwas made. The Secretary of State shall not be required to retain\n\nsuch information longer than five (5) years from receipt of the\n\nservice of process by the Secretary of State.","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":"38c9a632f278107cc9e7b6b13e955842beb703d852c4025c0e23fb99eebd8b91","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1090","next":"us-ok/okla.-stat.-tit.-18-18-1090.2"},"notice":"GroundRules: Original legal text. Not legal advice."}