Article 77.--MERGER OR CONSOLIDATION; CONSTITUENT ENTITY
17-7708.Proposed merger or consolidation where constituent entity formed
under law of other jurisdiction; requirements; filing; service of process;
effect of merger or consolidation.
(a) Notwithstanding any provisions in K.S.A. 17-7701 through 17-7707 to
the
contrary, any proposed merger or consolidation otherwise permitted pursuant to
K.S.A. 17-7703 in which any constituent entity is organized or formed under the
law
of any jurisdiction other than this state shall be permitted only if:
(1) The merger or consolidation is permitted by the law of the state or
country under whose laws each foreign constituent entity is organized or
formed, and each foreign constituent entity complies with that law in effecting
the merger or consolidation;
(2) each foreign constituent entity complies with K.S.A. 17-7702 if it is
the
surviving entity or the new entity; and
(3) each domestic constituent entity complies with the applicable provisions
of K.S.A. 17-7704 and 17-7705, and, if it is the surviving entity or the new
entity,
complies with K.S.A. 17-7706.
(b) If the surviving entity or new entity is to be governed by the laws of
any jurisdiction other than this state, then, upon the filing of a merger or
consolidation, the surviving entity or new entity shall file a statement with
the secretary of state that the surviving entity or the new entity, as the case
may be, agrees that it is subject to service of process in this state in any
proceeding for enforcement of any obligation of any constituent entity party to
the merger or consolidation that was organized under the laws of this state and
for enforcement of any obligation of the surviving entity or new entity arising
from the merger or consolidation, irrevocably appointing the secretary of
state as such entity's agent to accept service of process in any such
proceeding and specifying the address to which a copy of such process shall be
mailed to such entity.
(c) The effect of such merger or consolidation shall be as provided in
K.S.A. 17-7707, if the surviving entity or new entity is to be governed by the
laws
of this state. If the surviving entity or new entity is to be governed by the
laws of any jurisdiction other than this state, the effect of such merger or
consolidation shall be the same as provided in K.S.A. 17-7707 except insofar as
the
laws of such other jurisdiction provide otherwise.
Article 77.--MERGER OR CONSOLIDATION; CONSTITUENT ENTITY
17-7708.Proposed merger or consolidation where constituent entity formed
under law of other jurisdiction; requirements; filing; service of process;
effect of merger or consolidation.
(a) Notwithstanding any provisions in K.S.A. 17-7701 through 17-7707 to
the
contrary, any proposed merger or consolidation otherwise permitted pursuant to
K.S.A. 17-7703 in which any constituent entity is organized or formed under the
law
of any jurisdiction other than this state shall be permitted only if:
(1) The merger or consolidation is permitted by the law of the state or
country under whose laws each foreign constituent entity is organized or
formed, and each foreign constituent entity complies with that law in effecting
the merger or consolidation;
(2) each foreign constituent entity complies with K.S.A. 17-7702 if it is
the
surviving entity or the new entity; and
(3) each domestic constituent entity complies with the applicable provisions
of K.S.A. 17-7704 and 17-7705, and, if it is the surviving entity or the new
entity,
complies with K.S.A. 17-7706.
(b) If the surviving entity or new entity is to be governed by the laws of
any jurisdiction other than this state, then, upon the filing of a merger or
consolidation, the surviving entity or new entity shall file a statement with
the secretary of state that the surviving entity or the new entity, as the case
may be, agrees that it is subject to service of process in this state in any
proceeding for enforcement of any obligation of any constituent entity party to
the merger or consolidation that was organized under the laws of this state and
for enforcement of any obligation of the surviving entity or new entity arising
from the merger or consolidation, irrevocably appointing the secretary of
state as such entity's agent to accept service of process in any such
proceeding and specifying the address to which a copy of such process shall be
mailed to such entity.
(c) The effect of such merger or consolidation shall be as provided in
K.S.A. 17-7707, if the surviving entity or new entity is to be governed by the
laws
of this state. If the surviving entity or new entity is to be governed by the
laws of any jurisdiction other than this state, the effect of such merger or
consolidation shall be the same as provided in K.S.A. 17-7707 except insofar as
the
laws of such other jurisdiction provide otherwise.
Article 77.--MERGER OR CONSOLIDATION; CONSTITUENT ENTITY
17-7708.Proposed merger or consolidation where constituent entity formed
under law of other jurisdiction; requirements; filing; service of process;
effect of merger or consolidation.
(a) Notwithstanding any provisions in K.S.A. 17-7701 through 17-7707 to
the
contrary, any proposed merger or consolidation otherwise permitted pursuant to
K.S.A. 17-7703 in which any constituent entity is organized or formed under the
law
of any jurisdiction other than this state shall be permitted only if:
(1) The merger or consolidation is permitted by the law of the state or
country under whose laws each foreign constituent entity is organized or
formed, and each foreign constituent entity complies with that law in effecting
the merger or consolidation;
(2) each foreign constituent entity complies with K.S.A. 17-7702 if it is
the
surviving entity or the new entity; and
(3) each domestic constituent entity complies with the applicable provisions
of K.S.A. 17-7704 and 17-7705, and, if it is the surviving entity or the new
entity,
complies with K.S.A. 17-7706.
(b) If the surviving entity or new entity is to be governed by the laws of
any jurisdiction other than this state, then, upon the filing of a merger or
consolidation, the surviving entity or new entity shall file a statement with
the secretary of state that the surviving entity or the new entity, as the case
may be, agrees that it is subject to service of process in this state in any
proceeding for enforcement of any obligation of any constituent entity party to
the merger or consolidation that was organized under the laws of this state and
for enforcement of any obligation of the surviving entity or new entity arising
from the merger or consolidation, irrevocably appointing the secretary of
state as such entity's agent to accept service of process in any such
proceeding and specifying the address to which a copy of such process shall be
mailed to such entity.
(c) The effect of such merger or consolidation shall be as provided in
K.S.A. 17-7707, if the surviving entity or new entity is to be governed by the
laws
of this state. If the surviving entity or new entity is to be governed by the
laws of any jurisdiction other than this state, the effect of such merger or
consolidation shall be the same as provided in K.S.A. 17-7707 except insofar as
the
laws of such other jurisdiction provide otherwise.
