Absentee-Shawnee Tribe of Indians of Oklahoma
Absentee Shawnee Tribe of Indians of Oklahoma Tribal Code
Chapter Fourteen. Merger
Section 1401. Merger or Consolidation of Domestic Corporation and Business Entity
(a) Any one or more domestic corporations may merge or consolidate with one or more business entities, of this jurisdiction or of any state, the District of Columbia or other tribe, unless the laws of the other state, the District of Columbia or other tribe forbid the merger or consolidation. A corporation or corporations and one or more business entities may merge with or into a corporation, which may be any one of the corporations, or they may merge with or into a business entity, which may be any one of the business entities, or they may consolidate into a new corporation or business entity formed by the consolidation, which shall be a corporation or business entity of this jurisdiction or any state, the District of Columbia or other tribe which permits the merger or consolidation, pursuant to a plan of merger or consolidation, as the case may be, complying and approved in accordance with this section. In addition, any one or more business entities formed under the laws of any jurisdiction other than one of the Untied States may merge or consolidate with one or more corporations existing under the laws of this jurisdiction if the surviving business entity or entities are formed permit a business entity of such jurisdiction to merge or consolidate with a corporation of another jurisdiction. As used in this section, “business entity” means a domestic or foreign partnership whether general or limited, limited liability company, business trust, common law trust, or other unincorporated business.
(b) Each corporation and business entity merging or consolidating shall enter into a written plan of merger or consolidation. The plan shall state:
(1) The terms and conditions of the merger or consolidation;
(2) The mode of carrying the consolidation into effect;
(3) The manner of converting the shares of stock of each such corporation and the ownership interests of each business entity into shares, ownership interests, or other securities of the entity surviving or resulting from the merger or consolidation, and if any shares of any corporation or any ownership interests of any business entity are not to be converted solely into shares, ownership interests, or other securities of the entity surviving or resulting from the merger or consolidation, the case, property, rights, and securities of any other rights or securities of any other corporation or entity which the holders of such shares or ownership interests are to receive in exchange for, or upon conversion of, the shares or ownership interests and the surrender of any certificates evidencing them, which cash, property, rights, or securities of any other corporation or entity may be in addition to or in lieu of shares, ownership interests or other securities of the entity surviving or resulting from the merger or consolidation; and
(4) Other details or provisions as are deemed desirable including, but not limited to, a provision for the payment of cash in lieu of the issuance of fractional shares or interests of the surviving or resulting corporation or business entity. Any of the terms of the plan of merger or consolidation may be made dependent upon facts ascertainable outside of the plan; provided, that the manner in which such facts shall operate upon the terms of the plan is clearly and expressly set forth in the plan of merger or consolidation. The term “facts” as used in this paragraph, includes, but it not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(c) The plan of merger or plan of consolidation shall be adopted in accordance with Section 403 of this Title and articles of merger or articles of consolidation shall be filed in accordance with Section 404 of this Title. Each foreign corporation or entity shall comply with the applicable provisions of the laws of the state, county or tribe under which it is organized.
(d) If the entity surviving or resulting from the merger or consolidation is to be governed by the laws of the District of Columbia, any state or tribe, the entity shall agree that it may be served with process in this jurisdiction in any proceeding for enforcement of any obligation of any constituent corporation or business entity of this jurisdiction, as well as for enforcement of any obligation of the surviving or resulting corporation or business entity arising from the merger or consolidation, including any suit or other proceeding to enforce the right of any shareholders as determined in appraisal proceedings pursuant to the provisions of Section 503 and Section 504 of this Title, and shall irrevocably appoint the Secretary as its agent to accept service of process in any such suit or other proceedings and shall specify the address to which a copy of any process shall be mailed by the Secretary. In the event of service upon the Secretary pursuant to this subsection, the Secretary shall forthwith notify the surviving or resulting corporation or business entity by a letter, sent by certified mail with return receipt requested, directed to the surviving or resulting corporation or business entity at its specified address, unless the surviving or resulting corporation or business entity shall have designated in writing to the Secretary a different address for that purpose, in which case it shall be mailed to the last address designated. Such letter shall enclose a copy of the process and any other papers served on the Secretary pursuant to this subsection. It shall be the duty of the plaintiff in the event of any service to serve process and any other papers in duplicate, to notify the Secretary that service is being effected pursuant to this subsection and to pay the Secretary the fee as provided in this Title, which fee shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein.
Absentee Shawnee Corporation Act Section 1401, AST CORP Act Section 1401