35-14-1325. After-acquired shares. (1) A corporation may elect to withhold payment required by 35-14-1324 from any shareholder who was required to but did not certify that beneficial ownership of all of the shareholder’s shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to 35-14-1322(2)(a).

Ask a business law question, get an answer ASAP!
Thousands of highly rated, verified business lawyers.
Click here to chat with a lawyer about your rights.

(2)If the corporation elected to withhold payment under subsection (1) of this section, it shall, within 30 days after the form required by 35-14-1322(2)(b)(ii) is due, notify all shareholders who are described in subsection (1) of this section:

(a)of the information required by 35-14-1324(2)(a);

(b)of the corporation’s estimate of fair value pursuant to 35-14-1324(2)(b);

(c)that they may accept the corporation’s estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under 35-14-1326;

(d)that those shareholders who wish to accept the offer shall notify the corporation of their acceptance of the corporation’s offer within 30 days after receiving the offer; and

(e)that those shareholders who do not satisfy the requirements for demanding appraisal under 35-14-1326 are considered to have accepted the corporation’s offer.

(3)Within 10 days after receiving the shareholder’s acceptance pursuant to subsection (2)(d), the corporation shall pay in cash the amount it offered under subsection (2)(b), plus interest, to each shareholder who agreed to accept the corporation’s offer in full satisfaction of the shareholder’s demand.

(4)Within 40 days after delivering the notice described in subsection (2), the corporation shall pay in cash the amount it offered to pay under subsection (2)(b), plus interest, to each shareholder described in subsection (2)(e).