Appraisal Rights
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Under Delaware law, stockholders have no appraisal rights in the event of a merger or consolidation of the corporation if the stock of the
Delaware corporation is listed on a national securities exchange (the Company currently meets this condition by virtue of its listing on the NASDAQ market) or if such stock is held of record by more than 2,000 stockholders. Stockholders of a
Delaware parent corporation have no appraisal rights in a merger between that parent corporation and a subsidiary corporation wholly owned by that parent corporation. Even if appraisal rights would not otherwise be available under Delaware law in
the cases described above, stockholders would still have appraisal rights if they are required by the terms of the agreement of merger and consolidation to accept for their stock anything other than:
(1) shares of stock;
(A) of the surviving corporation;
or
(B) of any other corporation
which shares at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 stockholders;
(2) cash in lieu of fractional shares; or
(3) a combination of such shares and such cash.
Otherwise, stockholders of a Delaware corporation have appraisal rights in consolidations and mergers.
Under Delaware law, any corporation may provide in its certificate of incorporation that
appraisal rights will also be available as a result of an amendment to its certificate of incorporation, any merger or consolidation involving such corporation, or the sale of all or substantially all of the assets of the corporation.
The existing Delaware certificate of incorporation and bylaws have no provisions with
respect to appraisal rights.
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Except for the limited classes of mergers, consolidations, sales and asset dispositions for which no shareholder approval is required under
Texas law, shareholders of Texas corporations with voting rights have dissenters rights in the event of a merger, consolidation, conversion, sale, lease, exchange or other disposition of all, or substantially all, the property and assets of
the corporation. However, a shareholder of a Texas corporation has no dissenters rights with respect to any plan or merger or conversion in which there is a single surviving or new domestic or foreign corporation, or with respect to any plan
of exchange if:
(1) the ownership interest, or a depository receipt in respect of
the ownership interest, held by the owner is part of a class or series of ownership interests, or depository receipts in respect of ownership interests, that are, on the record date set for purposes of determining which owners are entitled to vote
on the plan of merger, conversion, or exchange, as appropriate:
(A) listed on a national securities exchange (the Company currently meets this condition by virtue of its
listing on the NASDAQ market); or
(B) held of record by at least 2,000 owners;
(2) the owner is not required by the terms of the plan of merger, conversion, or
exchange, as appropriate, to accept for the owners ownership interest any consideration that is different from the consideration to be provided to any other holder of an ownership interest of the same class or series as the ownership interest
held by the owner, other than cash instead of fractional shares or interests the owner would otherwise be entitled to receive; and
(3) the owner is not required by the terms of the plan of merger, conversion, or exchange, as appropriate, to accept for the owners ownership interest
any consideration other than:
(A) ownership interests, or depository receipts in respect of ownership interests, of a another entity of
the same general organizational type that, immediately after the effective date of the merger, conversion, or exchange, as appropriate, will be part of a class or
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