Okla. Stat. tit. 18, § 18-1091

APPRAISAL RIGHTS

A. Any shareholder of a corporation of this state who holds

shares of stock on the date of the making of a demand pursuant to

the provisions of subsection D of this section with respect to the

shares, who continuously holds the shares through the effective date

of the merger, consolidation, or conversion who has otherwise

complied with the provisions of subsection D of this section and who

has neither voted in favor of the merger, consolidation, or

conversion nor consented thereto pursuant to the provisions of

Section 1073 of this title shall be entitled to an appraisal by the

district court of the fair value of the shares of stock under the

circumstances described in subsections B and C of this section. As

used in this section, “shareholder” means a holder of record of

stock in a stock corporation; “stock” and “share” mean and include

what is ordinarily meant by those words; “depository receipt” means

an instrument issued by a depository representing an interest in one

or more shares, or fractions thereof, solely of stock of a

corporation, which stock is deposited with the depository;

“beneficial owner” means a person who is the beneficial owner of

shares of stock held either in voting trust or by a nominee on

behalf of such person; and “person” means any individual,

corporation, partnership, unincorporated association, or other

entity.

B. 1. Except as otherwise provided for in this subsection,

appraisal rights shall be available for the shares of any class or

series of stock of a constituent corporation in a merger,

consolidation, or conversion or of the acquired corporation in a

share acquisition, to be effected pursuant to the provisions of

Section 1081 of this title, other than a merger effected pursuant to

subsection G of Section 1081 of this title, or the provisions of

Section 1082, 1084, 1085, 1086, 1087, 1090.1, 1090.2 or 1090.5 of

this title.

2. a. No appraisal rights under this section shall be

available for the shares of any class or series of

stock which stock, or depository receipts in respect

thereof, at the record date fixed to determine the

shareholders entitled to receive notice of the meeting

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of shareholders, or at the record date fixed to

determine the shareholders entitled to consent under

Section 1073 of this title, to act upon the agreement

of merger or consolidation or the resolution providing

for conversion, or, the case of a merger pursuant to

subsection H of Section 1081 of this title, as of

immediately before the execution of the agreement of

merger, were either:

(1) listed on a national securities exchange, or

(2) held of record by more than two thousand holders.

b. In addition, no appraisal rights shall be available

for any shares of stock, or depository receipts in

respect thereof, of the constituent corporation

surviving a merger if the merger did not require for

its approval the vote of the shareholders of the

surviving corporation as provided for in subsection F

of Section 1081 of this title.

3. Notwithstanding the provisions of paragraph 2 of this

subsection, appraisal rights provided for in this section shall be

available for the shares of any class or series of stock of a

constituent or converting corporation if the holders thereof are

required by the terms of an agreement of merger or consolidation, or

by the terms of a resolution providing for conversion pursuant to

the provisions of Section 1081, 1082, 1084, 1085, 1086, 1087,

1090.1, 1090.2 or 1090.5 of this title to accept for the stock

anything except:

a. shares of stock of the corporation surviving or

resulting from the merger or consolidation, or of the

converted entity if such entity is a corporation as a

result of the conversion, or depository receipts

thereof,

b. shares of stock of any other corporation, or

depository receipts in respect thereof, which shares
1, 1090.2 or 1090.5 of this title to accept for the stock

anything except:

a. shares of stock of the corporation surviving or

resulting from the merger or consolidation, or of the

converted entity if such entity is a corporation as a

result of the conversion, or depository receipts

thereof,

b. shares of stock of any other corporation, or

depository receipts in respect thereof, which shares

of stock or depository receipts at the effective date

of the merger, consolidation, or conversion will be

either listed on a national securities exchange or

held of record by more than two thousand holders,

c. cash in lieu of fractional shares or fractional

depository receipts described in subparagraphs a and b

of this paragraph, or

d. any combination of the shares of stock, depository

receipts, and cash in lieu of the fractional shares or

depository receipts described in subparagraphs a, b,

and c of this paragraph.

4. In the event all of the stock of a subsidiary domestic

corporation party to a merger effected pursuant to the provisions of

Section 1083 or 1083.1 of this title is not owned by the parent

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corporation immediately prior to the merger, appraisal rights shall

be available for the shares of the subsidiary domestic corporation.

C. Any corporation may provide in its certificate of

incorporation that appraisal rights under this section shall be

available for the shares of any class or series of its stock as a

result of an amendment to its certificate of incorporation, any

merger or consolidation in which the corporation is a constituent

corporation, the sale of all or substantially all of the assets of

the corporation, or a conversion effected under Section 1090.5 of

this title. If the certificate of incorporation contains such a

provision, the procedures of this section, including those set forth

in subsections D and E of this section, shall apply as nearly as is

practicable.

D. Appraisal rights shall be perfected as follows:

1. If a proposed merger, consolidation, or conversion for which

appraisal rights are provided under this section is to be submitted

for approval at a meeting of shareholders, the corporation, not less

than twenty (20) days prior to the meeting, shall notify each of its

shareholders who was such on the record date for notice of such

meeting, or such members who received notice in accordance with

subsection C of Section 1081 of this title, with respect to shares

for which appraisal rights are available pursuant to subsection B or

C of this section that appraisal rights are available for any or all

of the shares of the constituent corporations or the converting

corporation, and shall include in the notice a copy of this section

and, if one of the constituent corporations or the converting

corporation is a nonstock corporation, a copy of Section 1004.1 of

this title or information directing shareholders to a publicly

available electronic resource at which such sections may be accessed

without subscription or cost. Each shareholder electing to demand

the appraisal of the shares of the shareholder shall deliver to the

corporation, before the taking of the vote on the merger,

consolidation, or conversion, a written demand for appraisal of the

shares of the shareholder. The demand will be sufficient if it

reasonably informs the corporation of the identity of the

shareholder and that the shareholder intends thereby to demand the

appraisal of the shares of the shareholder. A proxy or vote against

the merger, consolidation, or conversion shall not constitute such a

demand. A shareholder electing to take such action must do so by a

separate written demand as herein provided. Within ten (10) days

after the effective date of the merger, consolidation, or

conversion, the surviving, resulting, or converted entity shall

notify each shareholder of each constituent or converting
vote against

the merger, consolidation, or conversion shall not constitute such a

demand. A shareholder electing to take such action must do so by a

separate written demand as herein provided. Within ten (10) days

after the effective date of the merger, consolidation, or

conversion, the surviving, resulting, or converted entity shall

notify each shareholder of each constituent or converting

corporation who has complied with the provisions of this subsection

and has not voted in favor of or consented to the merger,

consolidation, or conversion, and any beneficial owner who has

demanded appraisal under paragraph 3 of this subsection, as of the

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date that the merger, consolidation, or conversion has become

effective; or

2. If the merger, consolidation, or conversion is approved

pursuant to the provisions of Section 1073, subsection H of Section

1081, Section 1083 or Section 1083.1 of this title, either a

constituent or converting corporation before the effective date of

the merger, consolidation, or conversion or the surviving,

resulting, or converted entity within ten (10) days after such

effective date shall notify each shareholder of any class or series

of stock of the constituent or converting corporation who is

entitled to appraisal rights of the approval of the merger or

consolidation and that appraisal rights are available for any or all

shares of such class or series of stock of the constituent

corporation, and shall include in the notice either a copy of this

section and, if one of the constituent corporations or the

converting corporation is a nonstock corporation, a copy of Section

1004.1 of this title or information directing shareholders to a

publicly available electronic resource at which this section and

Section 1004.1 of this title, if applicable, may be accessed without

subscription or cost. The notice may, and, if given on or after the

effective date of the merger, consolidation, or conversion, shall,

also notify the shareholders of the effective date of the merger,

consolidation, or conversion. Any shareholder entitled to appraisal

rights may, within twenty (20) days after the date of mailing of the

notice or, in the case of a merger approved pursuant to subsection H

of Section 1081 of this title, within the later of the consummation

of an offer contemplated by subsection H of Section 1081 of this

title and twenty (20) days after the date of mailing of such notice,

demand in writing from the surviving or resulting entity the

appraisal of the holder’s shares; provided that a demand may be

delivered to the entity by electronic transmission if directed to an

information processing system, if any, expressly designated for such

purpose in the notice. The demand will be sufficient if it

reasonably informs the entity of the identity of the shareholder and

that the shareholder intends to demand the appraisal of the holder’s

shares. If the notice does not notify shareholders of the effective

date of the merger, consolidation, or conversion either:

a. each constituent corporation or the converting

corporation shall send a second notice before the

effective date of the merger, consolidation, or

conversion notifying each of the holders of any class

or series of stock of the constituent or converting

corporation that are entitled to appraisal rights of

the effective date of the merger, consolidation, or

conversion, or

b. the surviving, resulting, or converted entity shall

send a second notice to all holders on or within ten

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on, or

conversion notifying each of the holders of any class

or series of stock of the constituent or converting

corporation that are entitled to appraisal rights of

the effective date of the merger, consolidation, or

conversion, or

b. the surviving, resulting, or converted entity shall

send a second notice to all holders on or within ten

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(10) days after the effective date of the merger,

consolidation, or conversion; provided, however, that

if the second notice is sent more than twenty (20)

days following the mailing of the first notice or, in

the case of a merger approved pursuant to subsection H

of Section 1081 of this title, later than the later of

the consummation of the offer contemplated by

subsection H of Section 1081 of this title and twenty

(20) days following the sending of the first notice,

the second notice need only be sent to each

shareholder who is entitled to appraisal rights and

who has demanded appraisal of the holder’s shares in

accordance with this subsection and any beneficial

owner who has demanded appraisal under paragraph 3 of

this subsection. An affidavit of the secretary or

assistant secretary or of the transfer agent of the

corporation or entity that is required to give notice

that the notice has been given shall, in the absence

of fraud, be prima facie evidence of the facts stated

therein. For purposes of determining the shareholders

entitled to receive either notice, each constituent

corporation or the converting corporation may fix, in

advance, a record date that shall be not more than ten

(10) days prior to the date the notice is given;

provided, if the notice is given on or after the

effective date of the merger, consolidation, or

conversion, the record date shall be the effective

date. If no record date is fixed and the notice is

given prior to the effective date, the record date

shall be the close of business on the day next

preceding the day on which the notice is given.

3. Notwithstanding subsection A of this section, but subject to

this paragraph, a beneficial owner may, in such person’s name,

demand in writing an appraisal of the beneficial owner’s shares in

accordance with paragraph 1 or 2 of this subsection, as applicable;

provided that:

a. such beneficial owner continuously owns such shares

through the effective date of the merger,

consolidation, or conversion and otherwise satisfies

the requirements applicable to a shareholder under

subsection A of this section, and

b. the demand made by the beneficial owner reasonably

identifies the holder of record of the shares for

which the demand is made, is accompanied by

documentary evidence of such beneficial owner’s

beneficial ownership of stock and a statement that

such documentary evidence is a true and correct copy

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of what it purports to be, and provides an address at

which such beneficial owner consents to receive

notices given by the surviving, resulting, or

converted entity and to be set forth on the verified

list required by subsection F of this section.

E. Within one hundred twenty (120) days after the effective

date of the merger, consolidation, or conversion, the surviving,

resulting, or converted entity or any person who has complied with

the provisions of subsections A and D of this section and who is

otherwise entitled to appraisal rights, may file a petition in

district court demanding a determination of the value of the stock

of all such shareholders. Notwithstanding the foregoing, at any

time within sixty (60) days after the effective date of the merger,

consolidation, or conversion, any person entitled to appraisal

rights who has not commenced an appraisal proceeding or joined that

proceeding as a named party shall have the right to withdraw the

person’s demand for appraisal and to accept the terms offered upon
of all such shareholders. Notwithstanding the foregoing, at any

time within sixty (60) days after the effective date of the merger,

consolidation, or conversion, any person entitled to appraisal

rights who has not commenced an appraisal proceeding or joined that

proceeding as a named party shall have the right to withdraw the

person’s demand for appraisal and to accept the terms offered upon

the merger, consolidation, or conversion. Within one hundred twenty

(120) days after the effective date of the merger, consolidation, or

conversion, any person entitled to appraisal rights who has complied

with the requirements of subsections A and D of this section, upon

written request, or by electronic transmission directed to an

information processing system, if any, expressly designated for that

purpose in the notice of appraisal, shall be entitled to receive

from the surviving, resulting, or converted entity a statement

setting forth the aggregate number of shares not voted in favor of

the merger, consolidation, or conversion or, in the case of a merger

approved pursuant to subsection H of Section 1081 of this title, the

aggregate number of shares, other than any excluded stock as defined

in subparagraph d of paragraph 6 of subsection H of Section 1081 of

this title, that were the subject of, and were not tendered into,

and accepted for purchase or exchange in, the offer referred to in

paragraph 2 of subsection H of Section 1081 of this title and, in

either case, with respect to which demands for appraisal have been

received and the aggregate number of shareholders or beneficial

owners holding or owning such shares; provided that, where a

beneficial owner makes a demand under paragraph 3 of subsection D of

this section, the record holder of such shares shall not be

considered a separate shareholder holding such shares for purposes

of such aggregate number. The written statement shall be given to

the person within ten (10) days after the person’s written request

for a statement is received by the surviving, resulting, or

converted entity or within ten (10) days after expiration of the

period for delivery of demands for appraisal pursuant to the

provisions of subsection D of this section, whichever is later.

F. Upon the filing of any such petition by any person other

than the surviving, resulting, or converted entity, service of a

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copy thereof shall be made upon the entity, which, within twenty

(20) days after service, shall file, in the office of the court

clerk of the district court in which the petition was filed, a duly

verified list containing the names and addresses of all persons who

have demanded appraisal for their shares and with whom agreements

regarding the value of their shares have not been reached by the

entity. If the petition shall be filed by the surviving, resulting,

or converted entity, the petition shall be accompanied by such duly

verified list. The court clerk, if so ordered by the court, shall

give notice of the time and place fixed for the hearing on the

petition by registered or certified mail to the surviving,

resulting, or converted entity and to the persons shown on the list

at the addresses therein stated. The forms of the notices by mail

and by publication shall be approved by the court, and the costs

thereof shall be borne by the surviving, resulting, or converted

entity.

G. At the hearing on the petition, the court shall determine

the persons who have complied with the provisions of this section

and who have become entitled to appraisal rights. The court may

require the persons who have demanded an appraisal of their shares

and who hold stock represented by certificates to submit their

certificates of stock to the court clerk for notation thereon of the

pendency of the appraisal proceedings; and if any person fails to

comply with this direction, the court may dismiss the proceedings as
d who have become entitled to appraisal rights. The court may

require the persons who have demanded an appraisal of their shares

and who hold stock represented by certificates to submit their

certificates of stock to the court clerk for notation thereon of the

pendency of the appraisal proceedings; and if any person fails to

comply with this direction, the court may dismiss the proceedings as

to that person. If immediately before the merger, consolidation, or

conversion the shares of the class or series of stock of the

constituent or converting corporation as to which appraisal rights

are available were listed on a national securities exchange, the

court shall dismiss the proceedings as to all holders of such shares

who are otherwise entitled to appraisal rights unless (1) the total

number of shares entitled to appraisal exceeds one percent (1%) of

the outstanding shares of the class or series eligible for

appraisal, (2) the value of the consideration provided in the

merger, consolidation, or conversion for such total number of shares

exceeds One Million Dollars ($1,000,000.00), or (3) the merger was

approved pursuant to Section 1083 or Section 1083.1 of this title.

H. After determining the persons entitled to an appraisal, the

court shall appraise the shares, determining their fair value

exclusive of any element of value arising from the accomplishment or

expectation of the merger, consolidation, or conversion, together

with interest, if any, to be paid upon the amount determined to be

the fair value. In determining the fair value, the court shall take

into account all relevant factors. In determining the fair rate of

interest, the court may consider all relevant factors. Unless the

court in its discretion determines otherwise for good cause shown,

and except as provided in this subsection, interest from the

effective date of the merger, consolidation, or conversion through

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the date of payment of the judgment shall be compounded quarterly

and shall accrue at five percent (5%) over the Federal Reserve

discount rate including any surcharge, as established from time to

time during the period between the effective date of the merger,

consolidation, or conversion and the date of payment of judgment.

At any time before the entry of judgment in the proceedings, the

surviving, resulting, or converted entity may pay to each person

entitled to appraisal an amount in cash, in which case interest

shall accrue thereafter as provided herein only upon the sum of (1)

the difference, if any, between the amount so paid and the fair

value of the shares as determined by the court, and (2) interest

theretofore accrued, unless paid at that time. Upon application by

the surviving, resulting, or converted entity or by any person

entitled to participate in the appraisal proceeding, the court may,

in its discretion, proceed to trial upon the appraisal prior to the

final determination of the persons entitled to an appraisal. Any

person whose name appears on the list filed by the surviving,

resulting, or converted entity pursuant to the provisions of

subsection F of this section may participate fully in all

proceedings until it is finally determined that the person is not

entitled to appraisal rights pursuant to the provisions of this

section.

I. The court shall direct the payment of the fair value of the

shares, together with interest, if any, by the surviving, resulting,

or converted entity to the persons entitled thereto. Payment shall

be made to each person upon such terms and conditions as the court

may order. The court’s decree may be enforced as other decrees in

the district court may be enforced, whether the surviving,

resulting, or converted entity is an entity of this state or of any

other state.

J. The costs of the proceeding may be determined by the court

and taxed upon the parties as the court deems equitable in the
made to each person upon such terms and conditions as the court

may order. The court’s decree may be enforced as other decrees in

the district court may be enforced, whether the surviving,

resulting, or converted entity is an entity of this state or of any

other state.

J. The costs of the proceeding may be determined by the court

and taxed upon the parties as the court deems equitable in the

circumstances. Upon application of a person whose name appears on

the list filed by the surviving, resulting, or converted entity

under subsection F of this section who participated in the

proceeding and incurred expenses in connection with such proceeding,

the court may order all or a portion of the expenses including but

not limited to reasonable attorney fees and the fees and expenses of

experts, to be charged pro rata against the value of all of the

shares entitled to an appraisal not dismissed under subsection K of

this section or subject to such an award under a reservation of

jurisdiction under subsection K of this section.

K. From and after the effective date of the merger,

consolidation, or conversion, no person who has demanded appraisal

rights with respect to some or all of the person’s shares as

provided for in subsection D of this section shall be entitled to

vote the shares for any purpose or to receive payment of dividends

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or other distributions on the shares, except dividends or other

distributions payable to shareholders of record at a date which is

prior to the effective date of the merger, consolidation, or

conversion; provided, however, that if no petition for an appraisal

is filed within the time provided for in subsection E of this

section, or if a person who has made a demand for an appraisal in

accordance with this section shall deliver to the surviving,

resulting, or converted entity a written withdrawal of the person’s

demand for an appraisal with respect to some or all of the person’s

shares in accordance with subsection E of this section, then the

right of the person to an appraisal of the shares subject to the

withdrawal shall cease; provided further, no appraisal proceeding in

the district court shall be dismissed as to any person without the

approval of the court, and approval may be conditioned upon terms as

the court deems just including but not limited to a reservation of

jurisdiction for any application to the court made under subsection

J of this section; provided, however, that this provision shall not

affect the right of any person who has not commenced an appraisal

proceeding or joined that proceeding as a named party to withdraw

such person’s demand for appraisal and to accept the terms offered

upon the merger, consolidation or conversion within sixty (60) days

after the effective date of the merger, consolidation, or

conversion, as set forth in subsection E of this section.

L. The shares or other equity interests of the surviving,

resulting, or converted entity into which the shares of stock

subject to appraisal under this section would have otherwise

converted but for an appraisal demand made in accordance with this

section shall have the status of authorized but not outstanding

shares of stock or other equity interests of the surviving,

resulting, or converted entity, unless and until the person who has

demanded appraisal is no longer entitled to appraisal under this

section.