§ 7-113-103 — Assertion of rights by nominees and beneficial owners

(1) A
shareholder may assert appraisal rights as to fewer than all the shares registered in
the shareholder's name but owned by a beneficial owner other than the shareholder
only if the shareholder objects with respect to all shares of the class or series
owned by the beneficial owner and notifies the corporation in writing of the name
and address and federal taxpayer identification number, if any, of each beneficial
owner on whose behalf appraisal rights are being asserted. The rights of a
shareholder who asserts appraisal rights under this subsection (1) for only part of
the shares held of record in the shareholder's name are determined as if the shares
as to which the shareholder objects and the shareholder's other shares were
registered in the names of different shareholders.

(2) A beneficial owner may assert appraisal rights as to shares of any class
or series held on behalf of the beneficial owner only if the beneficial owner:

(a) Submits to the corporation the shareholder's written consent to the
assertion of the rights no later than the date specified in section 7-113-203 (2)(b)(II);
and

(b) Does so with respect to all shares of the class or series that are owned by
the beneficial owner.

(3) The corporation may require that, when a shareholder objects with
respect to the shares of any class or series held by any one or more beneficial
owners, each such beneficial owner must certify to the corporation that the
beneficial owner and the shareholder or shareholders of all shares of that class or
series owned by the beneficial owner have asserted, or will timely assert, the
beneficial owner's appraisal rights as to all shares as to which there is no limitation
on the ability to exercise appraisal rights. Any such requirement must be stated in
the notice given pursuant to section 7-113-202.

Legislative History

Source: L. 2019: Entire article R&RE, (SB 19-086), ch. 166, p. 1952, � 56, effective July 1, 2020.