§ 7-113-206 — After-acquired shares

(1) The corporation may elect to withhold
payment otherwise required by section 7-113-205 from any shareholder that was
required to certify, 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 notices sent pursuant to section 7-113-203 (2)(a).

(2) If the corporation elected to withhold payment under subsection (1) of
this section, it must, within thirty days after the date specified in section 7-113-203
(2)(b)(II), notify all shareholders that are described in subsection (1) of this section:

(a) Of the information required by section 7-113-205 (2)(a);

(b) Of the corporation's estimate of fair value pursuant to section 7-113-205
(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 section 7-113-207;

(d) That those shareholders that wish to accept the offer must notify the
corporation of their acceptance of the corporation's offer within thirty days after
receiving the offer; and

(e) That those shareholders who do not satisfy the requirements for
demanding appraisal under section 7-113-207 shall be deemed to have accepted
the corporation's offer.

(3) Within ten days after receiving the shareholder's acceptance pursuant to
subsection (2)(d) of this section, the corporation shall pay in cash the amount it
offered under section 7-113-206 (2)(b) to each shareholder that agreed to accept
the corporation's offer in full satisfaction of the shareholder's demand.

(4) Within forty days after sending the notice described in subsection (2) of
this section, the corporation shall pay in cash the amount it offered to pay under
subsection (2)(b) of this section to each shareholder described in subsection (3) of
this section.

Legislative History

Source: L. 2019: Entire article R&RE, (SB 19-086), ch. 166, p. 1956, � 56, effective July 1, 2020.