§ 490.1323 — Perfection of rights — right to withdraw

Iowa § 490.1323

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 490: BUSINESS CORPORATIONS

Text

1. A shareholder who receives notice pursuant to section 490.1322 and who wishes to
exercise appraisal rights shall sign and return the form sent by the corporation and, in the
caseofcertificatedshares, deposittheshareholder’scertificatesinaccordancewiththeterms
of the notice by the date referred to in the notice pursuant to section 490.1322, subsection
2, paragraph “b”, subparagraph (2). In addition, if applicable, the shareholder shall 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 section
490.1322, subsection 2, paragraph “a”, subparagraph (1). If a shareholder fails to make this
certification, the corporation may elect to treat the shareholder’s shares as after-acquired
shares under section 490.1325. 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 2.
2. Ashareholderwhohascompliedwithsubsection1mayneverthelessdeclinetoexercise
appraisal rights and withdraw from the appraisal process by so notifying the corporation in
writingbythedatesetforthintheappraisalnoticepursuanttosection490.1322, subsection2,
paragraph “b”, subparagraph (5). A shareholder who fails to so withdraw from the appraisal
process shall not thereafter withdraw without the corporation’s written consent.
3. A shareholder who does not sign and return the form and, in the case of certificated
shares, depositthatshareholder’ssharecertificateswhererequired, eachbythedatesetforth
in the notice described in section 490.1322, subsection 2, shall not be entitled to payment
under this subchapter.