| | | 3. Shareholder's liabilities and obligations. A person who | | becomes subject to owner liability for some or all of the debts, | | liabilities or obligations of any entity as a result of a merger | | or share exchange has owner liability only to the extent provided | | in the organic law of the entity and only for those debts, | | liabilities and obligations that arise after the effective time | | of the articles of merger or share exchange. |
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| | | 4. Foreign corporation. When a merger becomes effective, a | foreign corporation or a foreign other eligible entity that is | | the survivor of the merger is deemed to: |
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| | | A. Appoint the Secretary of State as its agent for service | | of process in a proceeding to enforce the rights of | | shareholders of each domestic corporation that is a party to | | the merger who exercise appraisal rights and shall provide a | | mailing address to which the Secretary of State may mail a | | copy of any process served on the Secretary of State; and |
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| | | B. Agree to promptly pay the amount, if any, to which the | | shareholders under paragraph A are entitled under chapter | | 13. |
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| | | 5. Effect of merger or share exchange on liability. The | | effect of a merger or share exchange on the owner liability of a | | person who had owner liability for some or all of the debts, | | obligations or liabilities of a party to the merger or share | | exchange is as follows. |
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| | | A. The merger or share exchange does not discharge any | | liability under the organic law of the entity in which the | | person was a shareholder, member or interest holder to the | | extent any such owner liability arose before the effective | | time of the articles of merger or share exchange. |
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| | | B. The person does not have owner liability under the | | organic law of the entity in which the person was a | | shareholder, member or interest holder prior to the merger | | or share exchange for any debt, obligation or liability that | | arises after the effective time of the articles of merger or | | share exchange. |
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| | | C. The provisions of the organic law of any entity for | | which the person had owner liability before the merger or | | share exchange continue to apply to the collection or | | discharge of any owner liability preserved by paragraph A, | | as if the merger or share exchange had not occurred. |
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| | | D. The person has whatever rights of contribution from other | | persons are provided by the organic law of the entity for which | | the person had owner liability with respect to any |
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