17-6702.   Merger or consolidation of domestic andforeign corporations; service of process upon surviving or resultingcorporation.(a) Any one or more corporations of this state may merge or consolidatewith one or more other stock corporations of any other state or states of theUnited States, or of the District of Columbia if the laws of such otherjurisdiction permit a corporation of such jurisdiction to merge or consolidatewith a corporation of another jurisdiction. The constituent corporations maymerge into a single corporation, which may be any one of the constituentcorporations, or they may consolidate into a new corporation formed by theconsolidation, which may be a corporation of the state of incorporation of anyone of the constituent corporations, pursuant to an agreement of merger orconsolidation, as the case may be, complying and approved in accordance withthis section. In addition, any one or more corporations organized under thelaws of any jurisdiction other than one of the United States may merge orconsolidate with one or more corporations existing under the laws of thisstate, if the laws under which the other corporation or corporations are formedpermit a corporation of such jurisdiction to merge or consolidate with acorporation of another jurisdiction.

      (b)   All the constituent corporations shall enter into an agreement of mergeror consolidation. The agreement shall state: (1) The terms and conditions ofthe merger or consolidation; (2) the mode of carrying the same into effect; (3)the manner, if any, of converting the shares of each of the constituentcorporations into shares or other securities of the corporation surviving orresulting from the merger or consolidation, or of cancelling some or all ofsuch shares, and, if any shares of any of the constituent corporations are notto remain outstanding, to be converted solely into shares or other securitiesof the surviving or resulting corporation or to be cancelled, the cash,property, rights or securities of any other corporation or entity which theholders of such shares are to receive in exchange for, or upon conversion of,such shares and the surrender of any certificates evidencing them, which cash,property, rights or securities of any other corporation may be in addition toor in lieu of the shares or other securities of the surviving or resultingcorporation; (4) such other details or provisions as are deemed desirable,including, without limiting the generality of the foregoing, a provision forthe payment of cash in lieu of the issuance or recognition of fractional sharesof the surviving or resulting corporation or of any other corporation thesecurities of which are to be received in the merger or consolidation, or forsome other arrangement with respect thereto consistent with the provisions ofK.S.A. 17-6405, and amendments thereto; and (5) such other provisions or factsas shall be required to be set forth in articles of incorporation by the lawsof the state which are stated in the agreement to be the laws that shall governthe surviving or resulting corporation and that can be stated in the case of amerger or consolidation. Any of the terms of the agreement of merger orconsolidation may be made dependent upon facts ascertainable outside of suchagreement, provided that the manner in which such facts shall operate upon theterms of the agreement is clearly and expressly set forth in the agreement ofmerger or consolidation. The term "facts," as used in the preceding sentence,includes, but is not limited to, the occurrence of any event, including adetermination or action by any person or body, including the corporation.

      (c)   The agreement shall be adopted, approved, certified and executed by eachof the constituent corporations in accordance with the laws under which it isformed, and, in the case of a Kansas corporation, in the same manner asprovided in K.S.A. 17-6701, and amendments thereto. The agreement shall befiled and shall become effective for all purposes of the laws of this statewhen and as provided in K.S.A. 17-6701, and amendments thereto, with respect tothe merger or consolidation of corporations of this state. In lieu of filingthe agreement of merger or consolidation, the surviving or resultingcorporation may file a certificate of merger or consolidation, executed inaccordance with K.S.A. 17-6003, and amendments thereto, which states: (1) Thename and jurisdiction of incorporation of each of the constituents; (2) that anagreement of merger or consolidation has been approved, adopted, certified andexecuted by each of the constituent corporations in accordance with thissection; (3) the name of the surviving or resulting corporation; (4) in thecase of a merger, such amendments or changes in the articles of incorporationof the surviving corporation as are desired to be effected by the merger or, ifno such amendments or changes are desired, a statement that the articles ofincorporation of the surviving corporation shall be its articles ofincorporation; (5) in the case of a consolidation, that the articles ofincorporation of the resulting corporation shall be as is set forth in anattachment to the certificate; (6) that the executed agreement ofconsolidation or merger is on file at the principal place of business ofthe surviving or resulting corporation and the address thereof; (7) that acopy of the agreement of consolidation or merger will be furnished by thesurviving or resulting corporation, on request and without cost, to anystockholder of any constituent corporation; (8) if the corporation surviving orresulting from the merger or consolidation is to be a corporation of thisstate, the authorized capital stock of each constituent corporation which isnot a corporation of this state; and (9) the agreement, if any, required bysubsection (d).

      (d)   If the corporation surviving or resulting from the merger orconsolidation is to be governed by the laws of the District of Columbia or anystate other than this state, it shall agree that it may be served with processin this state in any proceeding for enforcement of any obligation of anyconstituent corporation of this state, as well as for enforcement of anyobligation of the surviving or resulting corporation arising from the merger orconsolidation, including any suit or other proceeding to enforce the right ofany stockholder as determined in appraisal proceedings pursuant to theprovisions of K.S.A. 17-6712, and amendments thereto. Such corporationshall irrevocably appoint the secretary of state as its agent to accept serviceof process in any such suit or other proceedings and shall specify the addressto which a copy of such process shall be mailed by the secretary of state.Service of such process shall be made by personally delivering to and leavingwith the secretary of state duplicate copies of such process. The secretary ofstate shall forthwith send by registered mail one of such copies to suchsurviving or resulting corporation at its address so specified, unless suchsurviving or resulting corporation shall thereafter have designated in writingto the secretary of state a different address for such purpose, in which caseit shall be mailed to the last address so designated.

      (e)   The provisions of subsection (d) of K.S.A. 17-6701, and amendmentsthereto, shall apply to any merger or consolidation under this section; theprovisions of subsection (e) of K.S.A. 17-6701, and amendments thereto, shallapply to a merger under this section in which the surviving corporation is acorporation of this state; the provisions of subsection (f) of K.S.A. 17-6701,and amendments thereto, shall apply to any merger under this section.

      History:   L. 1972, ch. 52, § 80;L. 1986, ch. 399, § 11;L. 1988, ch. 99, § 40;Revived and amend., L. 1988, ch. 100, § 40;L. 1992, ch. 270, § 16;L. 1998, ch. 189, § 14;L. 2000, ch. 39, § 29;L. 2004, ch. 143, § 50; Jan. 1, 2005.