10-1108

10-1108. Merger or exchange of shares and
interests with a limited liability company, limited partnership or
registered limited liability partnership

A. One or more domestic or foreign limited liability companies, limited
partnerships or registered limited liability partnerships may merge with or enter into an
exchange of shares and interests 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 limited liability company, limited partnership or registered limited
liability partnership is formed and each limited liability company, limited partnership
or registered limited liability partnership complies with that law in effecting the
merger.

2. In an exchange of shares and interests, the corporation whose shares will be
acquired is a domestic corporation, whether or not an exchange of shares or interests is
permitted by the law of the state or country under whose law the acquiring entity is
formed.

3. If a foreign corporation is also party to the transaction, the foreign
corporation complies with section 10-1105 if it is the surviving corporation of the
merger or acquiring corporation of the exchange of shares and interests.

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 exchange of shares and interests, with section 10-1105.

B. On the merger or exchange taking effect, the surviving entity of a merger and
the acquiring entity of an exchange are deemed to both:

1. Appoint the commission as its 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 exchange.

2. Agree that it will promptly pay to the dissenting shareholder of each domestic
corporation that is a party to the merger or 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 limited liability company, limited
partnership or registered limited liability partnership 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.