orandum Delaware Court of Chancery Finds Zero Merger Consideration to Be Entirely Fair to Common Stockholders In In re Trados Inc. S'holder Lido., the Delaware Court of Chancery held that while management and the preferred stockholders received all of the merger consideration in the sale of a corporation, the merger was stil

old an annual meeting prior to our consummation of a business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(e) of the 1X1CL We are not registering the shares of common stock issuable upon exercise or the warrants under the S

ual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. We will provide our stockholders with the opportunity to redeem all or a portion of their public shar

sal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery. 227 http://wvmsee.gov/Archivecledgar/datat883980/000119312515334479/d31022dsla.htm[10/14/20I5 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM

im, issue or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of al