{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1091","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1091","heading":"Appraisal rights","body":"APPRAISAL RIGHTS\n\nA. Any shareholder of a corporation of this state who holds\n\nshares of stock on the date of the making of a demand pursuant to\n\nthe provisions of subsection D of this section with respect to the\n\nshares, who continuously holds the shares through the effective date\n\nof the merger, consolidation, or conversion who has otherwise\n\ncomplied with the provisions of subsection D of this section and who\n\nhas neither voted in favor of the merger, consolidation, or\n\nconversion nor consented thereto pursuant to the provisions of\n\nSection 1073 of this title shall be entitled to an appraisal by the\n\ndistrict court of the fair value of the shares of stock under the\n\ncircumstances described in subsections B and C of this section. As\n\nused in this section, “shareholder” means a holder of record of\n\nstock in a stock corporation; “stock” and “share” mean and include\n\nwhat is ordinarily meant by those words; “depository receipt” means\n\nan instrument issued by a depository representing an interest in one\n\nor more shares, or fractions thereof, solely of stock of a\n\ncorporation, which stock is deposited with the depository;\n\n“beneficial owner” means a person who is the beneficial owner of\n\nshares of stock held either in voting trust or by a nominee on\n\nbehalf of such person; and “person” means any individual,\n\ncorporation, partnership, unincorporated association, or other\n\nentity.\n\nB. 1. Except as otherwise provided for in this subsection,\n\nappraisal rights shall be available for the shares of any class or\n\nseries of stock of a constituent corporation in a merger,\n\nconsolidation, or conversion or of the acquired corporation in a\n\nshare acquisition, to be effected pursuant to the provisions of\n\nSection 1081 of this title, other than a merger effected pursuant to\n\nsubsection G of Section 1081 of this title, or the provisions of\n\nSection 1082, 1084, 1085, 1086, 1087, 1090.1, 1090.2 or 1090.5 of\n\nthis title.\n\n2. a. No appraisal rights under this section shall be\n\navailable for the shares of any class or series of\n\nstock which stock, or depository receipts in respect\n\nthereof, at the record date fixed to determine the\n\nshareholders entitled to receive notice of the meeting\n\nof shareholders, or at the record date fixed to\n\ndetermine the shareholders entitled to consent under\n\nSection 1073 of this title, to act upon the agreement\n\nof merger or consolidation or the resolution providing\n\nfor conversion, or, the case of a merger pursuant to\n\nsubsection H of Section 1081 of this title, as of\n\nimmediately before the execution of the agreement of\n\nmerger, were either:\n\n(1) listed on a national securities exchange, or\n\n(2) held of record by more than two thousand holders.\n\nb. In addition, no appraisal rights shall be available\n\nfor any shares of stock, or depository receipts in\n\nrespect thereof, of the constituent corporation\n\nsurviving a merger if the merger did not require for\n\nits approval the vote of the shareholders of the\n\nsurviving corporation as provided for in subsection F\n\nof Section 1081 of this title.\n\n3. Notwithstanding the provisions of paragraph 2 of this\n\nsubsection, appraisal rights provided for in this section shall be\n\navailable for the shares of any class or series of stock of a\n\nconstituent or converting corporation if the holders thereof are\n\nrequired by the terms of an agreement of merger or consolidation, or\n\nby the terms of a resolution providing for conversion pursuant to\n\nthe provisions of Section 1081, 1082, 1084, 1085, 1086, 1087,\n\n1090.1, 1090.2 or 1090.5 of this title to accept for the stock\n\nanything except:\n\na. shares of stock of the corporation surviving or\n\nresulting from the merger or consolidation, or of the\n\nconverted entity if such entity is a corporation as a\n\nresult of the conversion, or depository receipts\n\nthereof,\n\nb. shares of stock of any other corporation, or\n\ndepository receipts in respect thereof, which shares\n1, 1090.2 or 1090.5 of this title to accept for the stock\n\nanything except:\n\na. shares of stock of the corporation surviving or\n\nresulting from the merger or consolidation, or of the\n\nconverted entity if such entity is a corporation as a\n\nresult of the conversion, or depository receipts\n\nthereof,\n\nb. shares of stock of any other corporation, or\n\ndepository receipts in respect thereof, which shares\n\nof stock or depository receipts at the effective date\n\nof the merger, consolidation, or conversion will be\n\neither listed on a national securities exchange or\n\nheld of record by more than two thousand holders,\n\nc. cash in lieu of fractional shares or fractional\n\ndepository receipts described in subparagraphs a and b\n\nof this paragraph, or\n\nd. any combination of the shares of stock, depository\n\nreceipts, and cash in lieu of the fractional shares or\n\ndepository receipts described in subparagraphs a, b,\n\nand c of this paragraph.\n\n4. In the event all of the stock of a subsidiary domestic\n\ncorporation party to a merger effected pursuant to the provisions of\n\nSection 1083 or 1083.1 of this title is not owned by the parent\n\ncorporation immediately prior to the merger, appraisal rights shall\n\nbe available for the shares of the subsidiary domestic corporation.\n\nC. Any corporation may provide in its certificate of\n\nincorporation that appraisal rights under this section shall be\n\navailable for the shares of any class or series of its stock as a\n\nresult of an amendment to its certificate of incorporation, any\n\nmerger or consolidation in which the corporation is a constituent\n\ncorporation, the sale of all or substantially all of the assets of\n\nthe corporation, or a conversion effected under Section 1090.5 of\n\nthis title. If the certificate of incorporation contains such a\n\nprovision, the procedures of this section, including those set forth\n\nin subsections D and E of this section, shall apply as nearly as is\n\npracticable.\n\nD. Appraisal rights shall be perfected as follows:\n\n1. If a proposed merger, consolidation, or conversion for which\n\nappraisal rights are provided under this section is to be submitted\n\nfor approval at a meeting of shareholders, the corporation, not less\n\nthan twenty (20) days prior to the meeting, shall notify each of its\n\nshareholders who was such on the record date for notice of such\n\nmeeting, or such members who received notice in accordance with\n\nsubsection C of Section 1081 of this title, with respect to shares\n\nfor which appraisal rights are available pursuant to subsection B or\n\nC of this section that appraisal rights are available for any or all\n\nof the shares of the constituent corporations or the converting\n\ncorporation, and shall include in the notice a copy of this section\n\nand, if one of the constituent corporations or the converting\n\ncorporation is a nonstock corporation, a copy of Section 1004.1 of\n\nthis title or information directing shareholders to a publicly\n\navailable electronic resource at which such sections may be accessed\n\nwithout subscription or cost. Each shareholder electing to demand\n\nthe appraisal of the shares of the shareholder shall deliver to the\n\ncorporation, before the taking of the vote on the merger,\n\nconsolidation, or conversion, a written demand for appraisal of the\n\nshares of the shareholder. The demand will be sufficient if it\n\nreasonably informs the corporation of the identity of the\n\nshareholder and that the shareholder intends thereby to demand the\n\nappraisal of the shares of the shareholder. A proxy or vote against\n\nthe merger, consolidation, or conversion shall not constitute such a\n\ndemand. A shareholder electing to take such action must do so by a\n\nseparate written demand as herein provided. Within ten (10) days\n\nafter the effective date of the merger, consolidation, or\n\nconversion, the surviving, resulting, or converted entity shall\n\nnotify each shareholder of each constituent or converting\nvote against\n\nthe merger, consolidation, or conversion shall not constitute such a\n\ndemand. A shareholder electing to take such action must do so by a\n\nseparate written demand as herein provided. Within ten (10) days\n\nafter the effective date of the merger, consolidation, or\n\nconversion, the surviving, resulting, or converted entity shall\n\nnotify each shareholder of each constituent or converting\n\ncorporation who has complied with the provisions of this subsection\n\nand has not voted in favor of or consented to the merger,\n\nconsolidation, or conversion, and any beneficial owner who has\n\ndemanded appraisal under paragraph 3 of this subsection, as of the\n\ndate that the merger, consolidation, or conversion has become\n\neffective; or\n\n2. If the merger, consolidation, or conversion is approved\n\npursuant to the provisions of Section 1073, subsection H of Section\n\n1081, Section 1083 or Section 1083.1 of this title, either a\n\nconstituent or converting corporation before the effective date of\n\nthe merger, consolidation, or conversion or the surviving,\n\nresulting, or converted entity within ten (10) days after such\n\neffective date shall notify each shareholder of any class or series\n\nof stock of the constituent or converting corporation who is\n\nentitled to appraisal rights of the approval of the merger or\n\nconsolidation and that appraisal rights are available for any or all\n\nshares of such class or series of stock of the constituent\n\ncorporation, and shall include in the notice either a copy of this\n\nsection and, if one of the constituent corporations or the\n\nconverting corporation is a nonstock corporation, a copy of Section\n\n1004.1 of this title or information directing shareholders to a\n\npublicly available electronic resource at which this section and\n\nSection 1004.1 of this title, if applicable, may be accessed without\n\nsubscription or cost. The notice may, and, if given on or after the\n\neffective date of the merger, consolidation, or conversion, shall,\n\nalso notify the shareholders of the effective date of the merger,\n\nconsolidation, or conversion. Any shareholder entitled to appraisal\n\nrights may, within twenty (20) days after the date of mailing of the\n\nnotice or, in the case of a merger approved pursuant to subsection H\n\nof Section 1081 of this title, within the later of the consummation\n\nof an offer contemplated by subsection H of Section 1081 of this\n\ntitle and twenty (20) days after the date of mailing of such notice,\n\ndemand in writing from the surviving or resulting entity the\n\nappraisal of the holder’s shares; provided that a demand may be\n\ndelivered to the entity by electronic transmission if directed to an\n\ninformation processing system, if any, expressly designated for such\n\npurpose in the notice. The demand will be sufficient if it\n\nreasonably informs the entity of the identity of the shareholder and\n\nthat the shareholder intends to demand the appraisal of the holder’s\n\nshares. If the notice does not notify shareholders of the effective\n\ndate of the merger, consolidation, or conversion either:\n\na. each constituent corporation or the converting\n\ncorporation shall send a second notice before the\n\neffective date of the merger, consolidation, or\n\nconversion notifying each of the holders of any class\n\nor series of stock of the constituent or converting\n\ncorporation that are entitled to appraisal rights of\n\nthe effective date of the merger, consolidation, or\n\nconversion, or\n\nb. the surviving, resulting, or converted entity shall\n\nsend a second notice to all holders on or within ten\n\non, or\n\nconversion notifying each of the holders of any class\n\nor series of stock of the constituent or converting\n\ncorporation that are entitled to appraisal rights of\n\nthe effective date of the merger, consolidation, or\n\nconversion, or\n\nb. the surviving, resulting, or converted entity shall\n\nsend a second notice to all holders on or within ten\n\n(10) days after the effective date of the merger,\n\nconsolidation, or conversion; provided, however, that\n\nif the second notice is sent more than twenty (20)\n\ndays following the mailing of the first notice or, in\n\nthe case of a merger approved pursuant to subsection H\n\nof Section 1081 of this title, later than the later of\n\nthe consummation of the offer contemplated by\n\nsubsection H of Section 1081 of this title and twenty\n\n(20) days following the sending of the first notice,\n\nthe second notice need only be sent to each\n\nshareholder who is entitled to appraisal rights and\n\nwho has demanded appraisal of the holder’s shares in\n\naccordance with this subsection and any beneficial\n\nowner who has demanded appraisal under paragraph 3 of\n\nthis subsection. An affidavit of the secretary or\n\nassistant secretary or of the transfer agent of the\n\ncorporation or entity that is required to give notice\n\nthat the notice has been given shall, in the absence\n\nof fraud, be prima facie evidence of the facts stated\n\ntherein. For purposes of determining the shareholders\n\nentitled to receive either notice, each constituent\n\ncorporation or the converting corporation may fix, in\n\nadvance, a record date that shall be not more than ten\n\n(10) days prior to the date the notice is given;\n\nprovided, if the notice is given on or after the\n\neffective date of the merger, consolidation, or\n\nconversion, the record date shall be the effective\n\ndate. If no record date is fixed and the notice is\n\ngiven prior to the effective date, the record date\n\nshall be the close of business on the day next\n\npreceding the day on which the notice is given.\n\n3. Notwithstanding subsection A of this section, but subject to\n\nthis paragraph, a beneficial owner may, in such person’s name,\n\ndemand in writing an appraisal of the beneficial owner’s shares in\n\naccordance with paragraph 1 or 2 of this subsection, as applicable;\n\nprovided that:\n\na. such beneficial owner continuously owns such shares\n\nthrough the effective date of the merger,\n\nconsolidation, or conversion and otherwise satisfies\n\nthe requirements applicable to a shareholder under\n\nsubsection A of this section, and\n\nb. the demand made by the beneficial owner reasonably\n\nidentifies the holder of record of the shares for\n\nwhich the demand is made, is accompanied by\n\ndocumentary evidence of such beneficial owner’s\n\nbeneficial ownership of stock and a statement that\n\nsuch documentary evidence is a true and correct copy\n\nof what it purports to be, and provides an address at\n\nwhich such beneficial owner consents to receive\n\nnotices given by the surviving, resulting, or\n\nconverted entity and to be set forth on the verified\n\nlist required by subsection F of this section.\n\nE. Within one hundred twenty (120) days after the effective\n\ndate of the merger, consolidation, or conversion, the surviving,\n\nresulting, or converted entity or any person who has complied with\n\nthe provisions of subsections A and D of this section and who is\n\notherwise entitled to appraisal rights, may file a petition in\n\ndistrict court demanding a determination of the value of the stock\n\nof all such shareholders. Notwithstanding the foregoing, at any\n\ntime within sixty (60) days after the effective date of the merger,\n\nconsolidation, or conversion, any person entitled to appraisal\n\nrights who has not commenced an appraisal proceeding or joined that\n\nproceeding as a named party shall have the right to withdraw the\n\nperson’s demand for appraisal and to accept the terms offered upon\nof all such shareholders. Notwithstanding the foregoing, at any\n\ntime within sixty (60) days after the effective date of the merger,\n\nconsolidation, or conversion, any person entitled to appraisal\n\nrights who has not commenced an appraisal proceeding or joined that\n\nproceeding as a named party shall have the right to withdraw the\n\nperson’s demand for appraisal and to accept the terms offered upon\n\nthe merger, consolidation, or conversion. Within one hundred twenty\n\n(120) days after the effective date of the merger, consolidation, or\n\nconversion, any person entitled to appraisal rights who has complied\n\nwith the requirements of subsections A and D of this section, upon\n\nwritten request, or by electronic transmission directed to an\n\ninformation processing system, if any, expressly designated for that\n\npurpose in the notice of appraisal, shall be entitled to receive\n\nfrom the surviving, resulting, or converted entity a statement\n\nsetting forth the aggregate number of shares not voted in favor of\n\nthe merger, consolidation, or conversion or, in the case of a merger\n\napproved pursuant to subsection H of Section 1081 of this title, the\n\naggregate number of shares, other than any excluded stock as defined\n\nin subparagraph d of paragraph 6 of subsection H of Section 1081 of\n\nthis title, that were the subject of, and were not tendered into,\n\nand accepted for purchase or exchange in, the offer referred to in\n\nparagraph 2 of subsection H of Section 1081 of this title and, in\n\neither case, with respect to which demands for appraisal have been\n\nreceived and the aggregate number of shareholders or beneficial\n\nowners holding or owning such shares; provided that, where a\n\nbeneficial owner makes a demand under paragraph 3 of subsection D of\n\nthis section, the record holder of such shares shall not be\n\nconsidered a separate shareholder holding such shares for purposes\n\nof such aggregate number. The written statement shall be given to\n\nthe person within ten (10) days after the person’s written request\n\nfor a statement is received by the surviving, resulting, or\n\nconverted entity or within ten (10) days after expiration of the\n\nperiod for delivery of demands for appraisal pursuant to the\n\nprovisions of subsection D of this section, whichever is later.\n\nF. Upon the filing of any such petition by any person other\n\nthan the surviving, resulting, or converted entity, service of a\n\ncopy thereof shall be made upon the entity, which, within twenty\n\n(20) days after service, shall file, in the office of the court\n\nclerk of the district court in which the petition was filed, a duly\n\nverified list containing the names and addresses of all persons who\n\nhave demanded appraisal for their shares and with whom agreements\n\nregarding the value of their shares have not been reached by the\n\nentity. If the petition shall be filed by the surviving, resulting,\n\nor converted entity, the petition shall be accompanied by such duly\n\nverified list. The court clerk, if so ordered by the court, shall\n\ngive notice of the time and place fixed for the hearing on the\n\npetition by registered or certified mail to the surviving,\n\nresulting, or converted entity and to the persons shown on the list\n\nat the addresses therein stated. The forms of the notices by mail\n\nand by publication shall be approved by the court, and the costs\n\nthereof shall be borne by the surviving, resulting, or converted\n\nentity.\n\nG. At the hearing on the petition, the court shall determine\n\nthe persons who have complied with the provisions of this section\n\nand who have become entitled to appraisal rights. The court may\n\nrequire the persons who have demanded an appraisal of their shares\n\nand who hold stock represented by certificates to submit their\n\ncertificates of stock to the court clerk for notation thereon of the\n\npendency of the appraisal proceedings; and if any person fails to\n\ncomply with this direction, the court may dismiss the proceedings as\nd who have become entitled to appraisal rights. The court may\n\nrequire the persons who have demanded an appraisal of their shares\n\nand who hold stock represented by certificates to submit their\n\ncertificates of stock to the court clerk for notation thereon of the\n\npendency of the appraisal proceedings; and if any person fails to\n\ncomply with this direction, the court may dismiss the proceedings as\n\nto that person. If immediately before the merger, consolidation, or\n\nconversion the shares of the class or series of stock of the\n\nconstituent or converting corporation as to which appraisal rights\n\nare available were listed on a national securities exchange, the\n\ncourt shall dismiss the proceedings as to all holders of such shares\n\nwho are otherwise entitled to appraisal rights unless (1) the total\n\nnumber of shares entitled to appraisal exceeds one percent (1%) of\n\nthe outstanding shares of the class or series eligible for\n\nappraisal, (2) the value of the consideration provided in the\n\nmerger, consolidation, or conversion for such total number of shares\n\nexceeds One Million Dollars ($1,000,000.00), or (3) the merger was\n\napproved pursuant to Section 1083 or Section 1083.1 of this title.\n\nH. After determining the persons entitled to an appraisal, the\n\ncourt shall appraise the shares, determining their fair value\n\nexclusive of any element of value arising from the accomplishment or\n\nexpectation of the merger, consolidation, or conversion, together\n\nwith interest, if any, to be paid upon the amount determined to be\n\nthe fair value. In determining the fair value, the court shall take\n\ninto account all relevant factors. In determining the fair rate of\n\ninterest, the court may consider all relevant factors. Unless the\n\ncourt in its discretion determines otherwise for good cause shown,\n\nand except as provided in this subsection, interest from the\n\neffective date of the merger, consolidation, or conversion through\n\nthe date of payment of the judgment shall be compounded quarterly\n\nand shall accrue at five percent (5%) over the Federal Reserve\n\ndiscount rate including any surcharge, as established from time to\n\ntime during the period between the effective date of the merger,\n\nconsolidation, or conversion and the date of payment of judgment.\n\nAt any time before the entry of judgment in the proceedings, the\n\nsurviving, resulting, or converted entity may pay to each person\n\nentitled to appraisal an amount in cash, in which case interest\n\nshall accrue thereafter as provided herein only upon the sum of (1)\n\nthe difference, if any, between the amount so paid and the fair\n\nvalue of the shares as determined by the court, and (2) interest\n\ntheretofore accrued, unless paid at that time. Upon application by\n\nthe surviving, resulting, or converted entity or by any person\n\nentitled to participate in the appraisal proceeding, the court may,\n\nin its discretion, proceed to trial upon the appraisal prior to the\n\nfinal determination of the persons entitled to an appraisal. Any\n\nperson whose name appears on the list filed by the surviving,\n\nresulting, or converted entity pursuant to the provisions of\n\nsubsection F of this section may participate fully in all\n\nproceedings until it is finally determined that the person is not\n\nentitled to appraisal rights pursuant to the provisions of this\n\nsection.\n\nI. The court shall direct the payment of the fair value of the\n\nshares, together with interest, if any, by the surviving, resulting,\n\nor converted entity to the persons entitled thereto. Payment shall\n\nbe made to each person upon such terms and conditions as the court\n\nmay order. The court’s decree may be enforced as other decrees in\n\nthe district court may be enforced, whether the surviving,\n\nresulting, or converted entity is an entity of this state or of any\n\nother state.\n\nJ. The costs of the proceeding may be determined by the court\n\nand taxed upon the parties as the court deems equitable in the\nmade to each person upon such terms and conditions as the court\n\nmay order. The court’s decree may be enforced as other decrees in\n\nthe district court may be enforced, whether the surviving,\n\nresulting, or converted entity is an entity of this state or of any\n\nother state.\n\nJ. The costs of the proceeding may be determined by the court\n\nand taxed upon the parties as the court deems equitable in the\n\ncircumstances. Upon application of a person whose name appears on\n\nthe list filed by the surviving, resulting, or converted entity\n\nunder subsection F of this section who participated in the\n\nproceeding and incurred expenses in connection with such proceeding,\n\nthe court may order all or a portion of the expenses including but\n\nnot limited to reasonable attorney fees and the fees and expenses of\n\nexperts, to be charged pro rata against the value of all of the\n\nshares entitled to an appraisal not dismissed under subsection K of\n\nthis section or subject to such an award under a reservation of\n\njurisdiction under subsection K of this section.\n\nK. From and after the effective date of the merger,\n\nconsolidation, or conversion, no person who has demanded appraisal\n\nrights with respect to some or all of the person’s shares as\n\nprovided for in subsection D of this section shall be entitled to\n\nvote the shares for any purpose or to receive payment of dividends\n\nor other distributions on the shares, except dividends or other\n\ndistributions payable to shareholders of record at a date which is\n\nprior to the effective date of the merger, consolidation, or\n\nconversion; provided, however, that if no petition for an appraisal\n\nis filed within the time provided for in subsection E of this\n\nsection, or if a person who has made a demand for an appraisal in\n\naccordance with this section shall deliver to the surviving,\n\nresulting, or converted entity a written withdrawal of the person’s\n\ndemand for an appraisal with respect to some or all of the person’s\n\nshares in accordance with subsection E of this section, then the\n\nright of the person to an appraisal of the shares subject to the\n\nwithdrawal shall cease; provided further, no appraisal proceeding in\n\nthe district court shall be dismissed as to any person without the\n\napproval of the court, and approval may be conditioned upon terms as\n\nthe court deems just including but not limited to a reservation of\n\njurisdiction for any application to the court made under subsection\n\nJ of this section; provided, however, that this provision shall not\n\naffect the right of any person who has not commenced an appraisal\n\nproceeding or joined that proceeding as a named party to withdraw\n\nsuch person’s demand for appraisal and to accept the terms offered\n\nupon the merger, consolidation or conversion within sixty (60) days\n\nafter the effective date of the merger, consolidation, or\n\nconversion, as set forth in subsection E of this section.\n\nL. The shares or other equity interests of the surviving,\n\nresulting, or converted entity into which the shares of stock\n\nsubject to appraisal under this section would have otherwise\n\nconverted but for an appraisal demand made in accordance with this\n\nsection shall have the status of authorized but not outstanding\n\nshares of stock or other equity interests of the surviving,\n\nresulting, or converted entity, unless and until the person who has\n\ndemanded appraisal is no longer entitled to appraisal under this\n\nsection.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"7de60d645d990915dd3af73af72416dd6b046396a6cde94f13f5403a0a4b2609","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1090.5","next":"us-ok/okla.-stat.-tit.-18-18-1092"},"notice":"GroundRules: Original legal text. Not legal advice."}