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Agreement and Plan of Merger
3 Months Ended
Mar. 31, 2013
Agreement and Plan of Merger [Abstract]  
Agreement and Plan of Merger
2. Agreement and Plan of Merger

On April 5, 2013, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with General Electric Company, a New York corporation ("GE"), and Red Acquisition, Inc., a Texas corporation and a wholly owned subsidiary of GE ("Merger Sub"). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with the Company (the "Merger"), with the Company continuing its existence under Texas law as the surviving entity in the Merger. Upon the completion of the Merger, the Company will be a wholly owned subsidiary of GE. The boards of directors of the Company, GE and Merger Sub have approved the Merger Agreement, and the board of directors of the Company has agreed to submit the Merger Agreement to a vote of the Company's shareholders and to recommend that the Company's shareholders approve the Merger Agreement.

At the effective time of the Merger (the "Effective Time"), each share of common stock of the Company ("Common Stock") issued and outstanding as of immediately prior to the Effective Time (excluding any shares of Common Stock held by GE or Merger Sub, any shares of Common Stock held by the Company in treasury or by any direct or indirect wholly owned subsidiary of the Company and any shares of Common Stock belonging to a shareholder exercising his or her rights of dissent and appraisal) will be converted into the right to receive $88.50 per share in cash, without interest (the "Merger Consideration").

Each share of restricted Common Stock that is outstanding immediately prior to the Effective Time will, as of the Effective Time, vest in full, the restrictions with respect thereto will lapse and each share of restricted Common Stock will be deemed issued and outstanding immediately prior to the Effective Time and will be converted into the right to receive the Merger Consideration.

At the Effective Time, each option to purchase shares of Common Stock (each, a "Company Option") that is outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) will be cancelled and terminated and converted at the Effective Time into the right to receive a cash amount equal to the Option Consideration for each share of Common Stock then subject to the Company Option. "Option Consideration" means, with respect to any share of Common Stock issuable under each Company Option, an amount equal to the excess, if any, of (i) the Merger Consideration over (ii) the exercise price payable in respect of such share of Company Common Stock issuable under the Company Option.

The Company has agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals, or provide confidential information in connection therewith. The board of directors of the Company may, subject to certain conditions, change its recommendation in favor of the approval of the Merger Agreement if, (i) in connection with the receipt of an unsolicited alternative proposal, it determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to effect such a change in recommendation would be reasonably likely to be inconsistent with its fiduciary duties or (ii) in connection with a material event or circumstance that arises or occurs after the date of the Merger Agreement, or a material consequence relating to an event or circumstance existing on or before the date of the Merger Agreement, that was in either case not, prior to the date of the Merger Agreement, known by the board of directors of the Company, it determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to effect such a change in recommendation would be reasonably likely to be inconsistent with its fiduciary duties, in each case, after providing notice thereof to GE and allowing GE the opportunity to modify the Merger Agreement in a manner such that the board of directors of the Company no longer concludes that the failure to effect such a change in recommendation would be reasonably likely to be inconsistent with its fiduciary duties.

The completion of the Merger is subject to satisfaction or waiver of customary closing conditions, including, among others: (i) approval of the Merger Agreement by holders of two-thirds of the Company's outstanding shares of common stock; (ii) expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended  and the making and receipt of applicable filings and approvals under foreign antitrust laws that are required to be made or obtained; (iii) there being no law or injunction prohibiting the consummation of the Merger and there being no action or litigation instituted or threatened in writing by any governmental authority that would or would be reasonably likely to prevent the consummation of the Merge or make the Merger illegal; (iv) subject to specified materiality standards, the accuracy of the representations and warranties of the Company and GE contained in the Merger Agreement; (v) compliance by the Company, GE and Merger Sub in all material respects with their respective obligations contained in the Merger Agreement; (vi) the absence of any changes or events that have had or would reasonably be expected to have a material adverse effect on the Company, and (vii) there being no investigation or litigation that shall be pending or threatened in writing by a governmental authority which would be reasonably likely to impose limitations on the ability of GE to effectively exercise full rights of ownership of the Company or result in a material governmental damages or a governmental investigation reasonably expected to result in significant criminal or civil sanctions.

The Merger Agreement contains customary representations and warranties of the Company and GE. The Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to (i) the conduct of the Company's business between the date of the signing of the Merger Agreement and the closing date of the Merger and (ii) the efforts of the parties to cause the Merger to be completed. The Merger Agreement contains certain termination rights for both the Company and GE. The Merger Agreement further provides that, upon termination of the Merger Agreement, under certain circumstances, the Company will be required to pay GE a termination fee equal to $95,000,000 (or $47,000,000 in the event that the Merger Agreement had been terminated in specified circumstances on or prior to May 5, 2013).

For additional information about the Merger, please see our Current Report on Form 8-K, filed with the SEC on April 8, 2013, and the Merger Agreement, which is attached as Exhibit 2.1 thereto and other filings with the SEC related to the Merger.