16-10a-1327. Special provisions relating to shares acquired after announcement of proposed corporate action.
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Effective 5/7/2025
16-10a-1327. Special provisions relating to shares acquired after announcement of proposed corporate action.
(1)A corporation may, with the dissenters' notice given pursuant to Section 16-10a-1322 , state the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action creating dissenters' rights under Section 16-10a-1302 and state that a shareholder who asserts dissenters' rights must certify in writing, in or with the payment demand, whether or not the dissenter or the person on whose behalf the dissenters' rights are being asserted acquired beneficial ownership of the shares before that date. With respect to any dissenter who does not certify in writing, in or with the payment demand that the dissenter or the person on whose behalf the dissenters' rights are being asserted, acquired beneficial ownership of the shares before that date, the corporation may, in lieu of making the payment provided in Section 16-10a-1325 , offer to make payment if the dissenter agrees to accept it in full satisfaction of the dissenter's demand.
(2)An offer to make payment under Subsection
(1)shall include or be accompanied by the information required by Subsection 16-10a-1325(2) .
Amended by Chapter 302 , 2025 General Session