(a)If any stockholder entitled to vote in any domestic insurer on a proposal to merge or consolidate, or on a proposal to adopt a plan of exchange as provided in §§ 23-69-101 - 23-69-103 , 23-69-105 - 23-69-141 , 23-69-143 , and 23-69-149 - 23-69-156 , votes against the same and, at or prior to the taking of the vote, shall object thereto in writing or if any stockholder of record in the corporation, not entitled to vote thereon, at or prior to the taking of the vote, shall object thereto in writing, and if, in either case, the stockholder, within twenty (20) days after the taking of the vote, shall demand in writing that the surviving, consolidated, or acquired corporation make payment of the fair cash value of his or her stock, the surviving, consolidated, or acquired corporation, withi
Free access — add to your briefcase to read the full text and ask questions with AI
(a) If any stockholder entitled to vote in any domestic insurer on a proposal to merge or consolidate, or on a proposal to adopt a plan of exchange as provided in §§ 23-69-101 - 23-69-103 , 23-69-105 - 23-69-141 , 23-69-143 , and 23-69-149 - 23-69-156 , votes against the same and, at or prior to the taking of the vote, shall object thereto in writing or if any stockholder of record in the corporation, not entitled to vote thereon, at or prior to the taking of the vote, shall object thereto in writing, and if, in either case, the stockholder, within twenty (20) days after the taking of the vote, shall demand in writing that the surviving, consolidated, or acquired corporation make payment of the fair cash value of his or her stock, the surviving, consolidated, or acquired corporation, within thirty (30) days after the agreement of merger or consolidation or plan of exchange becomes effective as provided in § 23-69-144 , shall pay to the objecting stockholder the fair cash value of his or her stock as of the day before the vote was taken. (b) (1) In case of disagreement as to the fair cash value, any stockholder, or the surviving or consolidated or acquired corporation, within sixty (60) days after the agreement or plan has become effective as described in this section and upon notice to the opposite party, may petition the circuit court of the county in which the principal office of the surviving, consolidated, or acquired corporation is established to appoint, and the court shall appoint, three (3) appraisers to appraise the value of the stock. (2) The award of the appraisers, or a majority of them, if no written objection thereto is filed by either party within ten (10) days after the award has been filed in court, shall be final and conclusive. (3) If an objection is filed, it shall be tried summarily by the court and judgment rendered thereon. (c) If the amount determined by the court as provided for in subsection (b) of this section is in excess of the amount as the surviving, consolidated, or acquired corporation shall have offered to pay as the fair cash value of the stock, the court shall assess against the surviving, consolidated, or acquired corporation the costs of the proceeding, including a reasonable attorney's fee to the stockholder and a reasonable fee to the appraisers, as it deems equitable. Otherwise, the costs and fees to the appraisers shall be assessed one-half (1/2) against the corporation and one-half (1/2) against the stockholder. (d) Any party shall have the right to appeal from any judgment of the court according to then-existing laws. (e) Unless the merger, consolidation, or plan of exchange is abandoned, any stockholder, on the making of the demand in writing as described in this section, shall cease to be a stockholder in the constituent corporation and shall have no rights with respect to the stock except the right to receive payment therefor as described in this section. Upon payment of the agreed fair cash value of the stock or of the value of the stock under final judgment, the stockholder shall transfer his or her stock to the surviving, consolidated, or acquired corporation. In the event the surviving, consolidated, or acquired corporation fails to pay the amount of the judgment within twenty (20) days after the judgment has become final, the judgment may be collected and enforced in the manner prescribed by law for the enforcement of judgments. (f) Each stockholder in any of the constituent corporations at the time the merger or consolidation or plan of exchange becomes effective who is entitled to vote and who does not vote against the merger or consolidation or plan of exchange and object thereto in writing as described in this section, and each stockholder in each of the constituent corporations at the time the merger or consolidation or plan of exchange becomes effective who is not entitled to vote and who does not object thereto in writing as described in this section, shall cease to be a stockholder in the constituent corporation and shall be deemed to have assented to the merger or consolidation or plan of exchange and together with the stockholders voting in favor of the merger or consolidation or plan of exchange shall be entitled to receive certificates of stock in the surviving or consolidated corporations or other distribution, in the manner and on the terms specified in the agreement of merger or consolidation or plan of exchange. (g) With regard to proposed affiliations between a depository institution, or any affiliate thereof, and a domestic stock insurer, the procedures for nonconsenting stockholders described in this section shall be concluded within the period required by federal law.