If the agreement of merger or consolidation is amended after the filing of the agreement, or a certificate in lieu thereof, with the Secretary of State, but before the agreement or certificate has become effective, a certificate of amendment of merger or consolidation shall be filed in accordance with Section 1007 of this title.
The agreement so adopted and certified shall then be filed and shall become effective in accordance with the provisions of Section 1007 of this title. Filing shall constitute a representation by the person who executes the certificate that the facts stated in the certificate remain true immediately prior to filing.
any act or transaction by or involving the surviving entity, other than the election or removal of directors or managers, managing members or other members of the governing body of the surviving entity, that if taken by the constituent corporation immediately before the effective time of the merger would require for its adoption under the Oklahoma General Corporation Act or under the certificate of incorporation or bylaws of the constituent corporation immediately before the effective time of the merger the approval of the shareholders of the constituent corporation, shall, by specific reference to this subsection, require, in addition to approval of the shareholders or members of the surviving entity, the approval of the shareholders of the holding company or any successor by merger, by the same vote as is required by the Oklahoma General Corporation Act and/or under the certificate of incorporation or bylaws of the constituent corporation immediately before the effective time of the merger; provided, however, that for purposes of this division, managers, managing members or other members of the entity, which would require the approval of the shareholders of the surviving entity if subject to the Oklahoma General Corporation Act, any amendment of the organizational documents of a surviving entity that is not a corporation, which amendment would, if adopted by a corporation subject to the Oklahoma General Corporation Act, be required to be included in the certificate of incorporation of such corporation, shall, by specific reference to this subsection, require, in addition, the approval of the shareholders of the holding company, or any successor by merger, by the same vote as is required by the Oklahoma General Corporation Act and/or by the certificate of incorporation or bylaws of the constituent corporation immediately before the effective time of the merger, and
; and
Neither subparagraph g of paragraph 1 of this subsection nor any provision of a surviving entity's organizational documents required by subparagraph g of paragraph 1 of this subsection shall be deemed or construed to require approval of the shareholders of the holding company to elect or remove directors or managers, managing members or other members of the governing body of the surviving entity.
If an agreement of merger is adopted without the vote of shareholders of a corporation pursuant to this subsection, the secretary or assistant secretary of the surviving corporation shall certify on the agreement that the agreement has been adopted pursuant to this subsection and that the conditions specified in this subsection, other than the condition listed in paragraph 4 of this subsection, have been satisfied; provided, that such certification on the agreement shall not be required if a certificate of merger is filed in lieu of filing the agreement. The agreement so adopted and certified shall then be filed and shall become effective, in accordance with Section 1007 of this title. Such filing shall constitute a representation by the person who executes the agreement that the facts stated in the certificate remain true immediately prior to such filing.
Okla. Stat. tit. 18, § 1081