OPINION
LASTER, Vice Chancellor.
In 2006, Aveta Inc. closed the acquisition of Preferred Medicare Choice Inc. ("PMC"), a Puerto Rico corporation. Aveta purchased PMC's Class A shares from its controlling shareholders for 60.93% of the aggregate consideration, then merged a Puerto Rico acquisition subsidiary into PMC. PMC's non-controlling Class B shares were converted into the right to receive the remaining 39.07% of the consideration. Part of the consideration...
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