Merger or Share Exchange with Foreign Corporation

(a)One

(1)or more foreign corporations may merge or enter into a share exchange with one

(1)or more domestic corporations if:

(1)In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;

(2)In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;

(3)The foreign corporation complies with § 9105 of this Chapter if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and

(4)Each domestic corporation complies with the applicable provisions of §§ 9101 through 9104 of this Chapter and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with § 9105.

(b)Upon the effectiveness of a merger or share exchange in which the surviving corporation of a merger or the acquiring corporation in a share exchange is a foreign corporation, the surviving corporation or the acquiring corporation, as the case may be, is deemed:

(1)To appoint the Director as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting stockholders of each domestic corporation party to the merger or share exchange; and

(2)To agree that it will promptly pay to the dissenting stockholder of each domestic corporate party to the merger or share exchange the amount, if any, to which he is entitled under 18 GCA §§ 3301 through 3502.

(c)This Section does not limit the power of a foreign corporation to acquire all or part of the shares of one

(1)or more classes or series of a domestic corporation through a voluntary exchange or otherwise. COL070307 CH. 9 MERGER AND SHARE EXCHANGE ---------- COL070307 CH. 9 MERGER AND SHARE EXCHANGE COL070307