(a) Notwithstanding §§ 48-16-101 and 48-16-102, but subject to §§ 48-16-302 and 48-16-401, charter or bylaw provisions effective prior to the occurrence of a control share acquisition may authorize the redemption, at the option of the corporation, of all but not less than all control shares acquired in a control share acquisition, at any time during the period ending sixty (60) days after the last acquisition of control shares by an acquiring person, from the acquiring person for the fair value of such shares if:

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Terms Used In Tennessee Code 48-103-308

  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • Control: means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person whether through the ownership of voting securities, by contract or otherwise. See Tennessee Code 48-103-302
  • Control share acquisition: means the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. See Tennessee Code 48-103-302
  • control shares: includes such shares only to the extent to which their acquisition causes the acquiring person to exceed any threshold of voting power set forth above for which approval has not been obtained previously pursuant to §. See Tennessee Code 48-103-302
  • Person: means any individual, corporation, partnership, unincorporated association or other entity and any "associate" (as defined in subdivision (1)) of such individual or entity. See Tennessee Code 48-103-302
  • Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
(1) No control acquisition statement has been filed; or
(2) A control acquisition statement has been filed and the shares are not accorded voting rights by the shareholders pursuant to § 48-103-307.
(b) For purposes of this section, fair value shall be determined as of the effective date of the vote of the shareholders denying voting rights to the acquiring person if a control acquisition statement is filed or, if no control acquisition statement is filed, as of the date of the last acquisition of control shares by the acquiring person in a control share acquisition. Such value shall be determined without regard to the effect of the denial of voting rights hereunder.
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