10-1107

10-1107. Merger or share exchange with foreign
corporation

A. One or more foreign corporations may merge or enter into a share exchange with
one or more domestic corporations if:

1. In a merger, the merger is permitted by the law of the state or country under
whose law each foreign corporation is incorporated and each foreign corporation complies
with that law in effecting the merger.

2. In a share exchange, the corporation whose shares will be acquired is a domestic
corporation, whether or not a share exchange is permitted by the law of the state or
country under whose law the acquiring corporation is incorporated.

3. The foreign corporation complies with section 10-1105 if it is the surviving
corporation of the merger or acquiring corporation of the share exchange.

4. Each domestic corporation complies with the applicable provisions of sections
10-1101 through 10-1104 and, if it is the surviving corporation of the merger or
acquiring corporation of the share exchange, with section 10-1105.

B. On the merger or share exchange taking effect, the surviving foreign corporation
of a merger and the acquiring foreign corporation of a share exchange are deemed to:

1. Appoint the commission as the corporation's agent for service of process in a
proceeding to enforce any obligation or the rights of dissenting shareholders of each
domestic corporation that is a party to the merger or share exchange.

2. Agree that the corporation will promptly pay to the dissenting shareholder of
each domestic corporation that is a party to the merger or share exchange the amount, if
any, to which the shareholder is entitled under chapter 13 of this title.

C. This section does not limit the power of a foreign corporation to acquire all or
part of the shares of one or more classes or series of a domestic corporation through a
voluntary exchange or otherwise.