New Jersey § 14a:10-7

§ 14a:10-7.

(1) One or more foreign corporations and one or more domestic corporations may be

merged or consolidated in the following manner: (a) Each domestic corporation shall comply with the provisions of this act with respect

to the merger or consolidation of domestic corporations and each foreign corporation

shall comply with the applicable provisions of the laws of the jurisdiction under

which it is organized. (b) The certificate of merger or consolidation required by section 14A:10-4.1 shall be executed on behalf of each domestic corporation and each foreign corporation

and, in addition to the information required by subsection 14A:10-4.1(1) , shall set forth that the applicable provisions of the laws of the jurisdiction under

which each foreign corporation was organized have been, or upon compliance with filing

and recording requirements will have been, complied with. (c) If the surviving or new corporation is to be a foreign corporation and is to transact

business in this State, it shall comply with the provisions of this act with respect

to foreign corporations, and, whether or not it is to transact business in this State,

the certificate of merger or consolidation required by section 14A:10-4.1 shall, in addition to other required information, set forth (i) an agreement by such foreign corporation that it may be served with process in

this State in any proceeding for the enforcement of any obligation of any domestic

corporation or any foreign corporation, previously amenable to suit in this State,

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; and (ii) an irrevocable appointment by such foreign corporation of the Secretary of State

of this State as its agent to accept service of process in any such proceeding, and

the post office address, within or without this State, to which the Secretary of State

shall mail a copy of the process in such proceeding; (iii) an agreement by such foreign corporation 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. (2) The provisions of subsection 14A:10-3(4) shall apply to a merger in which the

surviving corporation is a domestic corporation. (3) If the surviving or new corporation is a domestic corporation, the effect of such

merger or consolidation shall be the same as in the case of the merger or consolidation

of domestic corporations. If the surviving or new corporation is a foreign corporation, the effect of such

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 jurisdiction of incorporation

of such foreign corporation shall provide otherwise. (4) One or more foreign corporations and one or more domestic corporations may be

merged in the manner provided in section 14A:10-5.1 , provided that, if the parent corporation is a foreign corporation, it shall, notwithstanding

the provisions of the laws of its jurisdiction of incorporation, comply with the provisions

of subsection 14A:10-5.1(2) with respect to notice to shareholders of any domestic subsidiary corporation which

is a party to the merger.