§ 33-863 — Perfection of rights. Right to withdraw.

(a) A shareholder who receives notice pursuant to section 33-862 and who wishes to exercise appraisal rights must sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to subparagraph (B) of subdivision (2) of subsection (b) of section 33-862. In addition, if applicable, the shareholder must certify on the form whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to subdivision (1) of subsection (b) of section 33-862. If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under section 33-867. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection (b) of this section. (b) A shareholder who has complied with subsection (a) of this section may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to subparagraph (E) of subdivision (2) of subsection (b) of section 33-862 . A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent. (c) A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in subsection (b) of section 33-862 , shall not be entitled to payment under sections 33-855 to 33-872 , inclusive.

Legislative History

(P.A. 94-186, S. 153, 215; P.A. 01-199, S. 21; P.A. 09-55, S. 10.) History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to revise and rephrase provisions, add provision that if a shareholder fails to make the certification the corporation may treat the shares as after-acquired shares under Sec. 33-867 and add provision that once a shareholder deposits the certificates or, in the case of uncertificated shares, returns the executed forms, the shareholder loses all rights as a shareholder unless the shareholder withdraws pursuant to Subsec. (b), deleted former Subsec. (b) re retention of all other rights of a shareholder who demands payment and deposits share certificates until the rights are cancelled or modified by the taking of the corporate action, added new Subsec. (b) re procedure for withdrawal by a shareholder from the appraisal process and amended Subsec. (c) to rephrase provisions; P.A. 09-55 amended Subsec. (a) to reposition provision re deposit of shareholder's certificates and require shareholder to make a certification re acquisition date of beneficial ownership of shares only “if applicable”, and replaced “execute” and “executed” with “sign” and “signed” and made technical changes throughout.