Colorado § 11-103-704 Approval by stockholders - rights of dissenters

Colorado Statutes

§ 11-103-704 — Approval by stockholders - rights of dissenters

Colorado·Title 11 Financial·Art. Organization and

(1)To be effective, a merger must be approved by the stockholders of each constituent state bank by a vote of two-thirds of the outstanding voting stock, at a meeting called to consider such action, which vote shall constitute the adoption of the charter and bylaws of the resulting state bank, including the amendments set forth in the merger agreement.

(2)The notice of the meeting of stockholders shall state that dissenting stockholders will be entitled to payment of the value of only those shares that are voted against the approval of the plan.

(3)The owners of shares that were voted against the approval of the merger shall be entitled to receive their value in cash, if and when the merger becomes effective, upon written demand made to the resulting state bank at any time wi

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(1) To be
effective, a merger must be approved by the stockholders of each constituent state
bank by a vote of two-thirds of the outstanding voting stock, at a meeting called to
consider such action, which vote shall constitute the adoption of the charter and
bylaws of the resulting state bank, including the amendments set forth in the
merger agreement.

(2) The notice of the meeting of stockholders shall state that dissenting
stockholders will be entitled to payment of the value of only those shares that are
voted against the approval of the plan.

(3) The owners of shares that were voted against the approval of the merger
shall be entitled to receive their value in cash, if and when the merger becomes
effective, upon written demand made to the resulting state bank at any time within
thirty days after the effective date of the merger, accompanied by the surrender of
the stock certificates. The value of such shares shall be determined as of the date
of the shareholders' meeting approving the merger by three appraisers, one to be
selected by the owners of two-thirds of the dissenting shares involved, one by the
board of directors of the resulting state bank, and the third by the two so chosen.
The valuation agreed upon by any two appraisers shall govern. If the appraisal is not
completed within ninety days after the merger becomes effective, the
commissioner shall cause an appraisal to be made.

(4) The expenses of appraisal shall be paid by the resulting state bank.

(5) The resulting state bank may fix an amount that it considers to be not
more than the fair market value of the shares of a constituent bank at the time of
the stockholders' meeting approving the merger, which it will pay dissenting
shareholders of that constituent bank entitled to payment in cash. The amount due
under such accepted offer or under the appraisal shall constitute a debt of the
resulting state bank.

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