Utah Code 16-10a-1321. Demand for payment — Eligibility and notice of intent
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(1) If a proposed corporate action creating dissenters’ rights under Section 16-10a-1302 is submitted to a vote at a shareholders’ meeting, a shareholder who wishes to assert dissenters’ rights:
Terms Used In Utah Code 16-10a-1321
- Articles of incorporation: include :(4)(a) amended and restated articles of incorporation;(4)(b) articles of merger; and(4)(c) a document of a similar import to those described in Subsections (4)(a) and (b). See Utah Code 16-10a-102
- Bylaws: includes amended bylaws and restated bylaws. See Utah Code 16-10a-102
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Notice: is a s provided in Section 16-10a-103. See Utah Code 16-10a-102
- Receive: when used in reference to receipt of a writing or other document by a domestic or foreign corporation, means the writing or other document is actually received by:
(28)(a) the corporation at its:(28)(a)(i) registered office in this state; or(28)(a)(ii) principal office;(28)(b) the secretary of the corporation, wherever the secretary is found; or(28)(c) another person authorized by the bylaws or the board of directors to receive the writing or other document, wherever that person is found. See Utah Code 16-10a-102- Shareholder: means :
(34)(a)(i) the person in whose name a share is registered in the records of a corporation; or(34)(a)(ii) the beneficial owner of a share to the extent recognized pursuant to Section 16-10a-723. See Utah Code 16-10a-102- Writing: includes :
(48)(a) printing;(48)(b) handwriting; and(48)(c) information stored in an electronic or other medium if the information is retrievable in a perceivable format. See Utah Code 68-3-12.5(1)(a) shall cause the corporation to receive, before the vote is taken, written notice of his intent to demand payment for shares if the proposed action is effectuated; and(1)(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 is authorized without a meeting of shareholders pursuant to Section 16-10a-704, a shareholder who wishes to assert dissenters’ rights may not execute a writing consenting to the proposed corporate action.(3) In order to be entitled to payment for shares under this part, unless otherwise provided in the articles of incorporation, bylaws, or a resolution adopted by the board of directors, a shareholder shall have been a shareholder with respect to the shares for which payment is demanded as of the date the proposed corporate action creating dissenters’ rights under 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 than by a vote of shareholders.(4) A shareholder who does not satisfy the requirements of Subsections (1) through (3) is not entitled to payment for shares under this part.