(805 ILCS 5/11.35) (from Ch. 32, par. 11.35)
Sec. 11.35.
Merger, consolidation or share exchange of domestic and
foreign corporations. One or more foreign corporations and one or more
domestic corporations may be merged or consolidated or their shares
exchanged in the following manner, provided such merger, consolidation or
exchange is permitted by the laws of the state under which each such
foreign corporation is organized:
(a) Each domestic corporation shall comply with the provisions of this
Act with respect to the merger, consolidation or exchange, as the case may
be, of domestic corporations and each foreign corporation shall comply with
the applicable provisions of the laws of the state under which it is organized.
(b) If the surviving or new corporation, as the case may be, is to be
governed by the laws of any state other than this State, it shall comply
with the provisions of this Act with respect to foreign corporations if it
is to do business in this State, and in every case it shall file with the
Secretary of State of this State:
(1) an agreement that it may be served with process in this State in
any proceeding for the enforcement of any obligation of any domestic
corporation which is a party to such merger or consolidation and in any
proceeding for the enforcement of the rights of a dissenting shareholder of
any such domestic corporation against the surviving or new corporation,
(2) an irrevocable appointment of the Secretary of State of this
State as its agent to accept service of process in any such proceeding, and
(3) an agreement that it will promptly pay to the dissenting
shareholders of any such domestic corporation the amount, if any, to which
they shall be entitled under the provisions of this Act with respect to the
rights of dissenting shareholders.
The effect of such merger or consolidation shall be the same as in the
case of the merger or consolidation of domestic corporations.
(c) If the acquiring corporation in a share exchange is governed by the
laws of any state other than this State, it shall comply with the provisions
of this Act with respect to foreign corporations if it is to do business
in this State and, in every case, it shall file with the Secretary of State
of this State:
(1) an agreement that it may be served with process in this State in any
proceeding for the enforcement of the rights of a dissenting shareholder
of a domestic corporation whose shares are acquired against the acquiring corporation.
(2) an irrevocable appointment of the Secretary of State of this State
as its agent to accept service of process in any such proceeding, and
(3) an agreement that it will promptly pay to the dissenting shareholders
of such domestic corporation the amount, if any, to which they shall be
entitled under the provisions of this Act with respect to the rights of
dissenting shareholders.
(Source: P.A. 84-1308.)
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