16-10a-1321 - Demand for payment -- Eligibility and notice of intent.
16-10a-1321. Demand for payment -- Eligibility and notice of intent.
(1) If a proposed corporate action creating dissenters' rights under Section 16-10a-1302 issubmitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters'rights:
(a) shall cause the corporation to receive, before the vote is taken, written notice of hisintent to demand payment for shares if the proposed action is effectuated; and
(b) may not vote any of his shares in favor of the proposed action.
(2) If a proposed corporate action creating dissenters' rights under Section 16-10a-1302 isauthorized without a meeting of shareholders pursuant to Section 16-10a-704, a shareholder whowishes to assert dissenters' rights may not execute a writing consenting to the proposed corporateaction.
(3) In order to be entitled to payment for shares under this part, unless otherwiseprovided in the articles of incorporation, bylaws, or a resolution adopted by the board ofdirectors, a shareholder shall have been a shareholder with respect to the shares for whichpayment is demanded as of the date the proposed corporate action creating dissenters' rightsunder Section 16-10a-1302 is approved by the shareholders, if shareholder approval is required,or as of the effective date of the corporate action if the corporate action is authorized other thanby a vote of shareholders.
(4) A shareholder who does not satisfy the requirements of Subsections (1) through (3) isnot entitled to payment for shares under this part.
Amended by Chapter 378, 2010 General Session