17:27B-5. Delivery of plan to minority shareholders; acquisition of shares
257 words·~1 min read·
/nj/title-17/chapter-27b/17-27b-5·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(1)If the commissioner approves the plan, the parent corporation shall deliver a copy of the plan or a summary thereof approved by the commissioner to each person who, as of the date of delivery, is a holder of record of stock to be acquired pursuant to the plan. Such delivery shall be made either in person or by depositing a copy of the plan or the approved summary in the United States mails, postage prepaid, addressed to the shareholder at his address of record. On or before the date of acquisition proposed in the plan, the parent corporation shall file with the commissioner a certificate executed by its president or vice president and attested by its secretary or assistant secretary under the seal of the parent corporation, attesting to compliance by the parent corporation with this subsection (1);
(2)Upon compliance with the foregoing requirements, ownership of the shares to be acquired pursuant to the plan shall vest in the parent corporation on the date of acquisition proposed in the plan, whether or not the certificates for such shares have been surrendered for exchange, and the parent corporation shall be entitled to have new certificates therefor registered in its name. Shareholders whose shares have been so acquired shall thereafter retain only the right either to receive the consideration to be paid in exchange for their shares pursuant to the plan or to dissent from the plan and receive the fair value of their shares as hereinafter provided.
L.1971, c. 132, s. 5, eff. May 6, 1971.