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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 | | owner liability preserved by paragraph A, as if the merger | | or share exchange had not occurred. |
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| | | §1108. Abandonment of merger or share exchange |
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| | | 1. Abandoned merger or share exchange prior to becoming | | effective. Unless otherwise provided in a plan of merger or | | share exchange or in the laws under which a foreign business | corporation or a domestic or foreign other | | is a party to a merger or a share exchange is organized or by | | which it is governed, after the plan has been adopted and | | approved as required by this chapter, and at any time before the | | merger or share exchange has become effective, the merger or | share exchange may be abandoned by any | | corporation that is a party to the merger or share exchange | without action by the party's shareholders or | owners of |
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