§415-77 Merger, consolidation, or share exchange between domestic and foreign corporations. One or more foreign corporations and one or more domestic corporations may be merged or consolidated, or participate in a share exchange, in the following manner, if the merger, consolidation, or share exchange is permitted by the laws of the state under which each foreign corporation is organized:

(1) Each domestic corporation shall comply with the provisions of this chapter with respect to the merger, consolidation, or share exchange, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized; and

(2) If the surviving or new corporation in a merger or consolidation is to be governed by the laws of any state other than this State, it shall comply with the provisions of this chapter with respect to foreign corporations if it is to transact business in this State, and in every case it shall file with the director of this State:

(A) An agreement that it may be served with process in this State in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to the merger or consolidation and in any proceeding for the enforcement of the rights of a dissenting shareholder of the domestic corporation against the surviving or new corporation;

(B) An irrevocable appointment of a resident of this State as its agent to accept service of process in any such proceeding; and

(C) An agreement that it will promptly pay to the dissenting shareholders of the domestic corporation the amount, if any, to which they shall be entitled under provisions of this chapter with respect to the rights of dissenting shareholders. [L 1983, c 167, pt of §1; am L 1985, c 270, §4; am L 1987, c 135, §53]