Free Certificate of Merger or Consolidation (Oklahoma corporation into Foreign corporation) - Oklahoma

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CERTIFICATE OF MERGER OR CONSOLIDATION
TO: OKLAHOMA SECRETARY OF STATE 2300 N. Lincoln Blvd., Room 101, State Capitol Building Oklahoma City, OK 73105-4897 (405) 521-3912

SPECIAL INSTRUCTIONS: Submit this form to file a merger or consolidation pursuant to the Oklahoma General Corporation Act. Please consult this Act carefully. Use this form ONLY when one or more Oklahoma corporations merge with one or more corporations incorporated under the laws of a jurisdiction other than Oklahoma and the surviving or resulting corporation is a FOREIGN corporation.

A.

The Agreement of Merger or Consolidation, ATTACHED HERETO, has been adopted, approved, certified, executed, and acknowledged by each of the constituent corporations. OR

B.

In lieu of filing an executed agreement of merger or consolidation, the surviving or resulting corporation hereby states and certifies as follows: The name and state of incorporation of each of the constituent corporations: NAME OF INCORPORATION STATE OF INCORPORATION

1.

2.

An agreement of merger or consolidation has been approved, adopted, certified, executed, and acknowledged by each of . In the case of each the constituent corporations in accordance with the provisions of Title 18, Section foreign corporation, the agreement shall be adopted, approved, executed and acknowledged in accordance with the laws under which it is formed. The name of the surviving or resulting corporation:

3.

4.

Check the statement applicable to the merger or consolidation:

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5.

No amendments or changes are desired to be made so that the certificate of incorporation of the surviving corporation shall be its certificate of incorporation. Any amendments or changes in the certificate of incorporation of the surviving corporation as are desired to be effected by the merger are set out in an attachment hereto . The certificate of incorporation of the corporation resulting from the consolidation is set forth in an attachment hereto .

The executed agreement of consolidation or merger is on file at the principal place of business of the surviving corporation at the following address:

Street Address 6.

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A copy of the agreement of consolidation or merger shall be furnished by the surviving corporation, on request and without cost, to any shareholder of any constituent corporation. The surviving or resulting corporation is to be governed by the laws of the District of Columbia or any state other than this state and hereby agrees that it may be served with process in this state in any proceeding for enforcement of any obligation of any constituent corporation of this state, as well as for enforcement of any obligation of the surviving or resulting corporation arising from the merger or consolidation, including any suit or other proceeding to enforce the right of any shareholders as determined in appraisal proceedings pursuant to the provisions of Title 18, Section 1091. The surviving or resulting corporation hereby irrevocably appoints the Secretary of State as its agent to accept service of process in any suit or other proceedings. The address to which a copy of any process shall be mailed by the Secretary of State is:

7.

Street Address

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IN WITNESS WHEREOF, the surviving or resulting corporation has caused this certificate of merger or consolidation to be executed by its President or Vice President and attested by its Secretary or Assistant Secretary this day of , .

Signature

Print Name and Title ATTEST:

Signature

Print Name and Title
(SOS FORM 0025-12/01)