17-6703.   Merger of parent corporation and subsidiarycorporation or corporations.(a) In any case in which at least 90% of the outstanding shares of each classof the stock of a corporation or corporations is owned by another corporationand one of such corporations is a corporation of this state and the other orothers are corporations of this state or of any other state or states or of theDistrict of Columbia and the laws of such other state or states, or theDistrict of Columbia permit a corporation of such jurisdiction to merge with acorporation of another jurisdiction, the corporation having such stockownership may either merge such other corporation or corporations into itselfand assume all of its or their obligations, or merge itself, or itself and oneor more of such other corporations, into one of such other corporations byexecuting and filing, in accordance with K.S.A. 17-6003, and amendmentsthereto, a certificate of such ownership and merger setting forth a copy of theresolution of its board of directors to so merge and the date of the adoptionthereof, except that in case the parent corporation shall not own all theoutstanding stock of all the subsidiary corporations, parties to a merger asprovided in this section, the resolution of the board of directors of theparent corporation shall state the terms and conditions of the merger,including the securities, cash, property or rights to be issued, paid,delivered or granted by the surviving corporation upon surrender of each shareof the subsidiary corporation or corporations not owned by the parentcorporation, or the cancellation of some or all of such shares. Any of theterms of the resolution of the board of directors to so merge may be madedependent upon facts ascertainable outside of such resolution, provided thatthe manner in which such facts shall operate upon the terms of the resolutionis clearly and expressly set forth in the resolution. The term "facts," as usedin the preceding sentence, includes, but is not limited to, the occurrence ofany event, including a determination or action by any person or body, includingthe corporation. If the parent corporation is not the surviving corporation,the resolution shall include provision for the pro rata issuance of stock ofthe surviving corporation to the holders of the stock of the parent corporationon surrender of any certificates therefor, and the certificate of ownership andmerger shall state that the proposed merger has been approved by a majority ofthe outstanding stock of the parent corporation entitled to vote thereon at ameeting thereof duly called and held after 20 days' notice of the purpose ofthe meeting mailed to each such stockholder at the stockholder's address as itappears on the records of the corporation, if the parent corporation is acorporation of this state, or the certificate shall state that the proposedmerger has been adopted, approved, certified and executed by the parentcorporation in accordance with the laws under which it is organized, if theparent corporation is not a corporation of this state. If the survivingcorporation exists under the laws of the District of Columbia or any stateother than this state, the provisions of subsection (d) of K.S.A. 17-6702, andamendments thereto, shall also apply to a merger under this section.

      (b)   If the surviving corporation is a Kansas corporation, it may change itscorporate name by the inclusion of a provision to that effect in the resolutionof merger adopted by the directors of the parent corporation and set forth inthe certificate of ownership and merger, and upon the effective date of themerger, the name of the corporation shall be changed.

      (c)   The provisions of subsection (d) of K.S.A. 17-6701, and amendmentsthereto, shall apply to a merger under this section, and the provisions ofsubsection (e) of K.S.A. 17-6701, and amendments thereto, shall apply to amerger under this section in which the surviving corporation is the subsidiarycorporation and is a corporation of this state. References to "agreement ofmerger" in subsections (d) and (e) of K.S.A. 17-6701, and amendments thereto,shall mean, for the purposes of this subsection (c), the resolution of mergeradopted by the board of directors of the parent corporation. Any merger whicheffects any changes other than those authorized by this section or madeapplicable by this subsection shall be accomplished under the provisions ofK.S.A. 17-6701 or 17-6702, and amendments thereto. The provisions of K.S.A.17-6712, and amendments thereto, shall not apply to any merger effected underthis section, except as provided in subsection (d).

      (d)   In the event all of the stock of a subsidiary Kansas corporation party toa merger effected under this section is not owned by the parent corporationimmediately prior to the merger, the stockholders of the subsidiary Kansascorporation party to the merger shall have appraisal rights as set forth inK.S.A. 17-6712, and amendments thereto.

      (e)   A merger may be effected under this section although one or more of thecorporations party to the merger is a corporation organized under the laws of ajurisdiction other than one of the United States, if: (1) The laws of suchjurisdiction permit a corporation of such jurisdiction to merge with acorporation of another jurisdiction; and (2) the surviving corporation shall bea corporation of this state.

      History:   L. 1972, ch. 52, § 81;L. 1986, ch. 399, § 12;L. 1988, ch. 99, § 41;Revived and amend., L. 1988, ch. 100, § 41;L. 1992, ch. 270, § 17;L. 1998, ch. 189, § 15;L. 2000, ch. 39, § 30;L. 2004, ch. 143, § 51; Jan. 1, 2005.