Okla. Stat. tit. 52, § 52-606

Standards for approval - Waiver - Hearings, adjudications and

appeals - Contracts for certain services.

A. A transfer shall not be valid or effective unless exempted

under Section 5 of this act or approved by the Commission.

B. Prior to or simultaneous with the making of an offer,

solicitation of an offer, or agreement to effect a transfer, the

transferee shall file with the Commission an application for

approval in compliance with subsection C of this section, and the

transferor shall have received a copy of such application not later

than two (2) business days after the filing date of the application.

C. The application for approval of transfer shall be filed on

forms prescribed by rule of the Commission, and shall contain, as

applicable, the following information:

1. As to the transferor: The full name, state of residence or

jurisdiction and date of organization, form of organization, address

and telephone number of principal executive office, address and

telephone number of the principal place of business within the State

of Oklahoma, the name and address of any person who holds a

partnership or other managing interest in the transferor or who

directly or indirectly owns five percent (5%) or more of any class

of any outstanding equity securities of transferor, the name and

address of any agent of transferor for service of process within the

State of Oklahoma, a valuation and description, insofar as

practicable, of the energy resource assets owned by transferor and

the business operations conducted by transferor in the State of

Oklahoma relating to such energy resource assets, information as to

any existing contractual obligations of transferor to explore,

produce, purchase, sell, gather, refine, process, deliver,

transport, or transmit hydrocarbons or hydrocarbon products gathered

or produced within the state, and information as to current

financial condition of transferor; and

2. As to the transferee: Full name, state of residence or

year, form, and jurisdiction of organization, address and telephone

number of principal executive office, address and telephone number

of principal place of business within the State of Oklahoma, the

name and address of any person who holds a partnership or other

managing interest in the transferee or who directly or indirectly

owns five percent (5%) or more of any class of any outstanding

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equity securities of transferee, a description of any and each class

of equity securities or long-term debt of transferee, the extent of

any equity or creditor position transferee holds as to transferor,

the name and address of any agent of transferee for service of

process within the State of Oklahoma, a description of the business

operations of transferee and any material changes therein during the

past three (3) years, a description of any material pending legal or

administrative proceedings in which transferee is a party,

information as to the manner and financing of the proposed transfer

and the financial condition of the transferee, the names of any and

all directors, executive officers, or partners of the transferee and

their material business activities and affiliations during the past

three (3) years, a description of transferee's relevant experience

and familiarity with the management of energy resource assets, a

description of transferee's future business plans for management of

the energy resource assets owned by transferor including any plans

for the further disposition or division of such assets, or any plans

to make material changes in the organization of transferor or to

materially alter transferor's relationships with suppliers,

customers, or other businesses with which it conducts business,

information as to the background, business experience, character and

integrity of the transferee and persons proposed to be responsible
for the further disposition or division of such assets, or any plans

to make material changes in the organization of transferor or to

materially alter transferor's relationships with suppliers,

customers, or other businesses with which it conducts business,

information as to the background, business experience, character and

integrity of the transferee and persons proposed to be responsible

for future management and development of such assets, and evidence

of transferee's ability following the proposed transfer to meet any

contractual obligations assumed by transferee as a result of the

proposed transfer.

D. A transfer shall be approved only if the Commission

determines that the transfer satisfies the following standards:

1. That it is reasonable to expect that the proposed transfer

will not adversely impact or retard the timely and efficient

development of the energy resource assets proposed to be

transferred;

2. That the proposed transfer will not, as a result of changes

in managing personnel, policy or practices, or financial ability,

adversely affect the public interest in orderly future exploration,

development, production, refining, processing, transportation or

transmission of hydrocarbons or hydrocarbon products gathered or

produced within the state;

3. That it is reasonable to expect that transferee will manage

and develop such energy resource assets in compliance with all

applicable statutes, and the rules and regulations of the Commission

governing the management and development of such assets;

4. That the proposed transfer will not interfere with or impair

any contractual obligations to explore, produce, sell, purchase,

gather, refine or process, deliver, transport or transmit

hydrocarbons or hydrocarbon products gathered or produced within the

state; and

Oklahoma Statutes - Title 52. Oil and Gas Page 260

5. That the proposed transfer will not impede conservation of

energy resource assets, promote or result in waste or inefficient

use of energy resource assets, interfere with correlative rights in

underground mineral resources, or disrupt collection or realization

of state tax revenues derived from the orderly and efficient

development, management and production of the state's energy

resource assets.

E. 1. The Commission shall waive the requirements of this act

relating to application and hearing if:

a. the transferee and transferor file affidavits with

the Commission attesting their belief that there are

no substantial issues requiring an application and

hearing; and

b. the Commission determines on the basis of the

affidavits and any accompanying supporting data that

there are no substantial issues requiring an

application and hearing.

The Commission shall act within seven (7) calendar days of the

filing of such affidavits.

2. In all other cases, a hearing shall be held within ten (10)

calendar days of the date a filing is made pursuant to this section.

Unless otherwise specified in this act, all hearings and proceedings

shall be conducted in accordance with the rules and regulations of

the Commission.

3. Any person aggrieved by any order of the Commission made

pursuant to this act may appeal therefrom to the Supreme Court of

Oklahoma upon the same conditions, within the same time, and in the

same manner, as is provided in Sections 86.1 to 135, inclusive, of

Title 52 of the Oklahoma Statutes, for the taking of appeal from the

orders of the Commission made thereunder.

F. Final adjudications made pursuant to this section shall be

made within twenty (20) calendar days after filing of the

application. Upon request of either the transferor or the

transferee and a showing that no significant harm to the public

interest or to either party to the transfer will result, the hearing

and adjudication process may be expedited. The hearing and

adjudication process may be extended upon agreement of both parties

to the transfer.
made within twenty (20) calendar days after filing of the

application. Upon request of either the transferor or the

transferee and a showing that no significant harm to the public

interest or to either party to the transfer will result, the hearing

and adjudication process may be expedited. The hearing and

adjudication process may be extended upon agreement of both parties

to the transfer.

G. If, upon initial review of the application, or immediately

following the hearing on the application, the Commission shall

determine that a substantial likelihood exists that the proposed

transfer will not meet the standards set forth in subsection D of

this section, or that the application is materially deficient in

some respect, the public interest in the protection of the energy

resource assets is significantly threatened by the proposed transfer

and that such threat substantially outweighs the interest of the

parties in effecting such a transfer, the Commission may order

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either party to defer, cease and desist from taking any action to

effect such a transfer, pending final determination or additional

hearings on the application.

H. If, upon hearing, the Commission finds that the proposed

transfer does not or reasonably cannot be expected to meet the

standards of subsection D of this section, the Commission shall so

adjudicate. If the Commission finds that the proposed transfer

would comply with subsection D of this section if amended in certain

respects, including personnel qualifications and policies and

practices affecting the exploration, development and production of

energy resource assets, the Commission may approve the transfer

subject to certain conditions. If the Commission finds that the

proposed transfer meets the standards of subsection D of this

section the Commission shall approve the transfer.

I. For the purposes of complying with and performing its

responsibilities within the time limits prescribed by this act, the

Commission may contract for such professional and technical services

as are necessary to complete the hearing and determination process

in accordance with the provisions of the act. In contracting for

such necessary services the Commission shall be exempt from the

competitive bidding requirements of Section 85.7 of Title 74 of the

Oklahoma Statutes.