Merger with or conversion from or to a foreign business entity.
(a) One or more foreign business entities may merge with one or more domestic business entities, and a foreign business entity may convert to a domestic business entity or a domestic business entity may convert to a foreign business entity if:
(1) The merger or conversion is permitted by the law of the state or country under whose law each foreign business entity is formed and each foreign business entity complies with that law in effecting the merger or conversion.
(2) In the case of a conversion, the foreign business entity complies with subdivision (1) of subsection (b) of Section 10-15-3 if it is the business entity resulting from a conversion, and with subdivision (2) of subsection (b) of Section 10-15-3 if it is the converting business entity.
(3) In the case of a merger, the foreign business entity complies with subsection (f) of Section 10-15-4 if it is the surviving business entity of the merger.
(b) Upon the merger or conversion taking effect, the surviving foreign business entity of a merger and the foreign business entity resulting from a conversion is deemed:
(1) To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or any dissenter's rights of equity owners of each domestic business entity a party to the merger or conversion.
(2) To agree that it will promptly pay to dissenting equity holders of each domestic business entity that is a party to the merger or conversion the amount, if any, to which they are entitled under Alabama law.
Merger with or conversion from or to a foreign business entity.
(a) One or more foreign business entities may merge with one or more domestic business entities, and a foreign business entity may convert to a domestic business entity or a domestic business entity may convert to a foreign business entity if:
(1) The merger or conversion is permitted by the law of the state or country under whose law each foreign business entity is formed and each foreign business entity complies with that law in effecting the merger or conversion.
(2) In the case of a conversion, the foreign business entity complies with subdivision (1) of subsection (b) of Section 10-15-3 if it is the business entity resulting from a conversion, and with subdivision (2) of subsection (b) of Section 10-15-3 if it is the converting business entity.
(3) In the case of a merger, the foreign business entity complies with subsection (f) of Section 10-15-4 if it is the surviving business entity of the merger.
(b) Upon the merger or conversion taking effect, the surviving foreign business entity of a merger and the foreign business entity resulting from a conversion is deemed:
(1) To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or any dissenter's rights of equity owners of each domestic business entity a party to the merger or conversion.
(2) To agree that it will promptly pay to dissenting equity holders of each domestic business entity that is a party to the merger or conversion the amount, if any, to which they are entitled under Alabama law.
Merger with or conversion from or to a foreign business entity.
(a) One or more foreign business entities may merge with one or more domestic business entities, and a foreign business entity may convert to a domestic business entity or a domestic business entity may convert to a foreign business entity if:
(1) The merger or conversion is permitted by the law of the state or country under whose law each foreign business entity is formed and each foreign business entity complies with that law in effecting the merger or conversion.
(2) In the case of a conversion, the foreign business entity complies with subdivision (1) of subsection (b) of Section 10-15-3 if it is the business entity resulting from a conversion, and with subdivision (2) of subsection (b) of Section 10-15-3 if it is the converting business entity.
(3) In the case of a merger, the foreign business entity complies with subsection (f) of Section 10-15-4 if it is the surviving business entity of the merger.
(b) Upon the merger or conversion taking effect, the surviving foreign business entity of a merger and the foreign business entity resulting from a conversion is deemed:
(1) To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or any dissenter's rights of equity owners of each domestic business entity a party to the merger or conversion.
(2) To agree that it will promptly pay to dissenting equity holders of each domestic business entity that is a party to the merger or conversion the amount, if any, to which they are entitled under Alabama law.
