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.

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.