§ 4-26-904 - Sale or exchange of assets -- Rights of dissenting shareholders.
4-26-904. Sale or exchange of assets -- Rights of dissenting shareholders.
(a) In the event that a sale or exchange prior to dissolution of all or substantially all of the property and assets of a corporation otherwise than in the usual and regular course of its business is authorized by a vote of the shareholders of the corporation, any shareholder who shall have filed with the corporation a written objection thereto, prior to or at the meeting of shareholders at which the sale or exchange is authorized, and who shall not have voted in favor thereof may, within ten (10) days after the date on which the vote was taken, make written demand on the corporation for the payment to him of the fair value of his shares as of the day prior to the date on which the vote was taken.
(b) If the sale or exchange is effected, the corporation shall pay to such shareholder upon surrender of his certificate or certificates representing such shares the fair value thereof.
(c) The demand shall state the number and class of the shares owned by any dissenting shareholder.
(d) Any shareholder failing to make demand within the ten-day period shall be bound by the terms of the sale or exchange.
(e) Within ten (10) days after the sale or exchange is effected, the corporation shall give notice to each dissenting shareholder who has made demand as herein provided for the payment of the fair value of his shares.
(f) (1) If within thirty (30) days after the date on which the sale or exchange was effected the value of the shares is agreed upon between the dissenting shareholder and the corporation, payment shall be made within ninety (90) days after the date on which the sale or exchange was effected upon the surrender of his certificate or certificates representing the shares. Upon payment of the agreed value, the dissenting shareholder shall cease to have any interest in the shares or in the corporation.
(2) (A) If within such period of thirty (30) days the shareholder and the corporation do not so agree, then the dissenting shareholder, within sixty (60) days after the expiration of the thirty-day period, may file a petition in the circuit court of the county in which the registered office of the corporation is located asking for a finding and determination of the fair value of the shares and shall be entitled to judgment against the corporation for the amount of the fair value as of the day prior to the date on which the vote was taken approving the sale or exchange, together with interest thereon to the date of the judgment.
(B) The judgment shall be payable only upon and simultaneously with the surrender to the corporation of the certificate or certificates representing the shares.
(C) Upon payment of the judgment, the dissenting shareholder shall cease to have any interest in the shares or in the corporation.
(D) Unless the dissenting shareholder shall file a petition within the time herein limited, such shareholder and all persons claiming under him shall be bound by the terms of the sale or exchange.
(g) The right of a dissenting shareholder to be paid the fair value of his shares as provided herein shall cease if and when the corporation abandons the sale or exchange or the shareholders revoke the authority to make the sale or exchange.
(h) Shares acquired by the corporation pursuant to the payment of the agreed value thereof or to payment of the judgment entered therefor, as in this section provided, may be held and disposed of by the corporation as in the case of other treasury shares.