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1
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ANSWER TO PETITION FOR APPRAISAL
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EXTRACTED KEY WORDS
ENERGY PETITION INVESTMENTS RESPONDENT SUITE GRANT STREET COURT RESOURCES OXFORD PITTSBURGH DELAWARE ERI INVESTMENTS COMMON STOCK SHARES EQUITABLE RESOURCES BENEFICIAL HOLDER ATTENTION DAVID PRUITT CHANCERY COUNSEL HEREBY XEI ACQUISITION HARKEN ENERGY PURSUANT MERGER LAW PROVISIONS SWORN MIDLAND |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE c 2 I$[ b@L
IN AND FOR NEW CASTLE COUNTY
420 ENERGY INVESTMENT, INC.,
and ERI INVESTMENTS, INC.,
Petitioners, _ .:
Civil Action No. 17692 NC :
v.
XPLOR ENERGY, INC.,
Respondent.
ANSWER TO PETITION FOR APPRAISAL
Respondent XPLOR Energy, Inc. ("XPLOR"), by and through its undersigned
counsel, hereby responds to the Petition as follows:
1. Admitted.
2. Admitted. By way OF further answer, XPLOR avers that on August 19, 1999,
XEI Acquisition Corp., a wholly-owned subsidiary of Harken Energy Corporation, merged with
and into XPLOR ("Merger")
3. Admitted that, pursuant to the Merger, XPLOR converted each outstanding
share of XPLOR common stock ("Common Stock") into the right to receive no consideration.
3. The allegations in paragraph 4 of the Petition state conclusions of law as to
which no responsive pleading is required. XPLOR admits that Petitioners have taken all actions
necessary to be entitled to petition this Court for appraisal pursuant to the provisions of Section
262 of the Delaware General Corporation Law, and that the shares of record in Petitioners' names
are subject to the exclusive remedy of appraisal in accordance with the provisions of Section
262, otherwise denied
WHEREFORE, Respondent, XPLOR Energy, Inc. requests that the Court:
A. determine the fair value of the shares of XPLOR Common Stock;
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2
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PETITION FOR APPRAISAL
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EXTRACTED KEY WORDS
PETITIONERS ALLEGED MERGER SHARES DELAWARE ENERGY LAW INVESTMENT PAYMENT PROVISIONS COURT ENTITLEMENT DEMAND EXPENSES FEES ERI INVESTMENTS XPLOR RESPONDENT ATTORNEYS HOLDERS PURSUANT COMPLIANCE OUTSTANDING APPRAISAL RIGHTS ACCORDANCE TIMELY DEMAND WITHDRAWN AGREEMENT WHEREFORE PETITIONERS RESPECTFULLY REQUEST |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
420 ENERGY INVESTMENT, INC.
and ERI INVESTMENTS, INC.,
Petitioners,
V.
XPLOR ENERGY, INC.,
Respondent.
PETITION FOR APPRAISAL
Petitioners, 420 Energy Investment, Inc. and ERI Investments, Inc., by their
undersigned attorneys, hereby state as follows:
1. Petitioners are, and at all times relevant to ,this proceeding have been,
the record holders of $0.001 par value common stock (the"`Common Stock") of XPLOR
Energy, Inc. a Delaware corporation (the "Company"),
2. The Company, the respondent herein, is the surviving corporation of an
alleged merger on August 19, 1999, between the Company and a wholly-owned subsidiary of
Harken Energy Corporation allegedly pursuant to Section 228 of the Delaware General
Corporation Law (the "Alleged Merger").
3. As a result of the Alleged Merger, the Company purportedly converted
each outstanding share of Common Stock of the Company held in the name of Petitioners into
the right to receive no consideration and (the "Merger Consideration").
4. To the extent the Alleged Merger was effective and valid under
Delaware law, Petitioners became entitled to payment of the fair value of the Common Stock
upon compliance with the provisions of Section 262 of the Delaware General Corporation
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