| | 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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