(a) If one (1) or more of the constituent corporations to a merger or consolidation is a foreign corporation, the merger or consolidation shall be carried out in the following manner:

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Terms Used In Tennessee Code 56-10-106

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Foreign: when used without limitation, includes all companies formed by authority of any other state or government. See Tennessee Code 56-1-102
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Service of process: The service of writs or summonses to the appropriate party.
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(1) Each domestic corporation shall comply with this chapter with respect to the merger or consolidation of domestic companies, and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized; and
(2) If the surviving or new corporation is to be governed by the laws of any state other than this state, it shall comply with §§ 48-25-101 – 48-25-305 with respect to foreign corporations, if it is to transact business or to conduct affairs in this state, and in every case shall file with the secretary of state of this state:

(A) 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 that is a party to the 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 consolidated corporation, and an irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any such proceeding; and
(B) 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 § 56-10-110.
(b) The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, except insofar as the laws of the state governing the surviving or consolidated company provide otherwise.
(c) In the case of an exchange of securities, if the acquiring corporation is a foreign corporation, then the corporation shall comply with the applicable provisions of the laws of the state under which it is organized. The foreign acquiring corporation shall also procure a certificate of authority to transact business and conduct affairs in Tennessee pursuant to §§ 48-25-101 – 48-25-305 and shall comply with all the law of this state relating to foreign corporations. The effect of the exchange of securities shall be as provided by this chapter, except insofar as the laws of the state under which the foreign acquiring corporation is organized provide otherwise.
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