8.__Appointment of Secretary of State; pay shareholders.__When the merger or consolidation takes effect, a surviving or resulting foreign corporation or other business entity of a merger or consolidation is considered:

A.__To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or rights of dissenting shareholders of each domestic corporation to the merger or consolidation; and

B.__To agree that it will promptly pay to the dissenting shareholders of each corporation party to the merger or consolidation the amount, if any, to which they are entitled under section 909.

§912.__Conversion of business entity

1.__Definitions.__For purposes of this section, "business entity" or "business entities" means domestic or foreign corporations, limited liability companies, general partnerships and limited partnerships.

2.__Authority.__A business entity may convert to another type of business entity by complying with the requirements of this section.

3.__Manner of approval.__Each business entity that proposes to convert to another type of business entity shall approve a plan of conversion in the manner and by the vote required by the laws applicable to that business entity and, to the extent allowed under such laws, its governing documents.

4.__Plan of conversion.__A plan of conversion must set forth the terms and conditions of the conversion of the shares of stock of a corporation, the partnership interests of a general partnership or a limited partnership or other equity interests in the converting business entity, into interests in the resulting business entity, cash or other consideration to be paid or delivered as a result of the conversion.