Absentee-Shawnee Tribe of Indians of Oklahoma
Absentee Shawnee Tribe of Indians of Oklahoma Tribal Code
Corporations
Chapter Four. Merger and Consolidation
Section III.401. Procedure for Merger
Any two or more domestic corporations may merge into one of such corporation pursuant to a plan of a merger approved in the manner provided in this Title. The Board of Directors of each corporation shall, by resolution adopted by each such board, approve a plan of merger setting forth:
(a) The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation.
(b) The terms and conditions of the proposed merger.
(c) The manner and basis of converting the shares of each corporation into shares, obligations or other securities of the surviving corporation or of any other corporation or, in whole or in part, into cash or other property.
(d) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger.
(e) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.
Absentee Shawnee Corporation Act Section III.401, AST CORP Act Section III.401
Section IV.402. Procedure for Consolidation
Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this Title. The board of directors of each corporation shall, by a resolution adopted by each such board, approve a plan of consolidation setting forth:
(a) The names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation.
(b) The terms and conditions of the proposed consolidation.
(c) The manner and basis of converting the shares of each corporation into shares, obligations or other securities of the new corporation or of any corporation or, in whole or in part, into cash or other property.
(d) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this Title.
(e) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
Absentee Shawnee Corporation Act Section IV.402, AST CORP Act Section IV.402
Section V.403. Approval by Shareholders
The board of directors of each corporation, upon approving such plan of merger or plan of consolidation, shall, by resolution, direct that the plan be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. Written notice shall be given to each shareholder of record, whether or not entitled to vote at such meeting, not less than twenty days before such meeting, in the matter provided in this Title for the giving of notice of meetings of shareholders, and, whether the meeting be an annual or a special meeting, shall state that the purpose or one of the purposes is to consider the proposed plan or merger or consolidation. A copy or a summary of the plan of merger or consolidation, as the case may be, shall be included in or enclosed with such notice.
At each such meeting, a vote of the shareholders shall be taken on the proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved upon receiving the affirmative vote of the holders of a majority of the shares entitled to vote thereon of each such corporation, unless any class of shares of any such corporation is entitled to vote thereon as a class, in which event, as to such corporation, the plan of merger, or consolidation shall be approved upon receiving the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote thereon. Any class of shares of any such corporation shall be entitled to vote as a class if the plan of merger or consolidation, as the case may be, contains any provisions which, if contained in a proposed amendment to articles of incorporation, would entitle such class of shares to vote as a class. After such approval by a vote of the shareholders of each corporation, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefore, if any, set forth in the plan of merger or consolidation.
Absentee Shawnee Corporation Act Section V.403, AST CORP Act Section V.403
Section VI.404. Articles of Merger or Consolidation
Upon such approval, articles of merger or articles of consolidation shall be executed in duplicate by each corporation by its president or vice president and by its secretary or an assistant secretary, and verified by one of the officers of each corporation signing such articles, and shall set forth:
(a) The plan of merger or the plan of consolidation.
(b) As to each corporation, the number of shares outstanding, and, if the shares of any class are entitled to vote as a class, the designation and number of outstanding shares of each such class.
(c) As to each corporation, the number of shares voted for and against such plan, respectively, and, if the shares of any class are entitled to vote as a class the number of shares of each class voted for and against such plan, respectively. Duplicate originals of the articles of merger or articles of consolidation shall be delivered to the Secretary. If the Secretary finds that such articles conform to law, he shall, when all fees and franchise taxes have been paid as in this Title prescribed:
(1) Endorse on each of such duplicate originals the word “Filed,” and the month, day and year of the filing thereof.
(2) File one of such duplicate originals in his office.
(3) Issue a certificate of merger or a certificate of consolidation to which he shall affix the other duplicate original. The certificate of merger or certificate of consolidation, together with the duplicate original of the articles of merger or articles of consolidation affixed thereto by the Secretary, shall be returned to the surviving or new corporation as the case may be, or its representative.
Absentee Shawnee Corporation Act Section VI.404, AST CORP Act Section VI.404
Section VII.405. Merger of Subsidiary Corporation
(a) Any corporation owning at least ninety percent of the outstanding shares of each class of another corporation may merge such other corporation into itself without approval by a vote of the shareholders of either corporation. Its board of directors shall, by resolution, approve a plan of merger setting forth:
(1) The name of the subsidiary corporation and the name of the corporation owning at least ninety percent of its shares, which is hereinafter designated as the surviving corporation.
(2) The manner and basis of converting the shares of the subsidiary corporation into shares, obligations or other securities of the surviving corporation or of any other corporation or, in whole or in part, into cash or other property. A copy of such plan of merger shall be mailed to each shareholder of record of the subsidiary corporation.
(b) Articles of merger shall be executed in duplicate by the surviving corporation by its president or a vice president and by its secretary or an assistant secretary, and verified by one of its officers signing such articles, and shall set forth:
(1) The plan of merger;
(2) The number of outstanding shares of each class of the subsidiary corporation and the number of such shares of each class owned by the surviving corporation; and
(3) The date of the mailing to shareholders of the subsidiary corporation of a copy of the plan of merger.
(c) On and after the thirtieth day after the mailing of a copy of the plan of merger to shareholders of the subsidiary corporation or upon the waiver thereof by the holders of all outstanding shares duplicate originals of the articles of merger shall be delivered to the Secretary. If the Secretary finds that such articles conform to law, he shall, when all fees and franchise taxes have been paid as in this Title prescribed:
(1) Endorse on each of such duplicate originals the word “Filed,” and the month, day and year of the filing thereof.
(2) File one of such duplicate originals in his office, and
(3) Issue a certificate of merger to which he shall affix the other duplicate original. The certificate of merger, together with the duplicate original of the articles of merger affixed thereto by the Secretary, shall be returned to the surviving corporation or its representative.
Absentee Shawnee Corporation Act Section VII.405, AST CORP Act Section VII.405
Section VIII.406. Effect of Merger or Consolidation
Upon the issuance of the certificate of merger or the certificate of consolidation by the Secretary, the merger or consolidation shall be effected. When such merger or consolidation has been effected:
(a) The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation.
(b) The separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease.
(c) Such surviving or new corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under this Title.
(d) Such surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as a private nature, of each of the merging or consolidating corporations; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choices in action, and all and every other interest of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to transferred to and vested in such single corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation.
(e) Such surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted as if such merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any such corporation shall be impaired by such merger or consolidation.
(f) In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under this Title shall be deemed to be the original articles of incorporation of the new corporation.
Absentee Shawnee Corporation Act Section VIII.406, AST CORP Act Section VIII.406
Section IX.407. Merger or Consolidation of Domestic and Foreign Corporations
One of more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state, tribe, or country under which each such foreign corporation is organized:
(a) Each domestic corporation shall comply with the provisions of this Title with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized.
(b) If the surviving or new corporation, as the case may be, is to be governed by the laws of any state, tribe, or country other than the Absentee Shawnee Tribe of Oklahoma, it shall comply with the provisions of this Title with respect to foreign corporations if it is to transact business in this jurisdiction, and in every case it shall file with the Secretary of this Tribe:
(1) An agreement that it may be served with process in this jurisdiction in any proceeding for the enforcement of any obligations of any domestic corporation which is a party to such merger or consolidation and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the surviving or new corporation;
(2) An irrevocable appointment of the Secretary of this Tribe as its agent to accept service of process in any proceeding; and
(3) An agreement that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under the provisions of this Title with respect to the rights of dissenting shareholders. The effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this jurisdiction. If the surviving or new corporation is to be governed by the laws of any state, tribe, or country other than the Absentee Shawnee Tribe of Oklahoma, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as the laws of such other state, tribe, or country provide otherwise. At any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefore, if any, set forth in the plan of merger or consolidation.
Absentee Shawnee Corporation Act Section IX.407, AST CORP Act Section IX.407