(a)If a shareholder votes in opposition to a
plan of exchange at the meeting at which the plan is adopted by the
shareholders, the shareholder may, within thirty (30) days after the date
of the meeting, make written objection to the exchange and demand
that the bank, trust company, corporate fiduciary, or stock savings bank
pay him the value of his shares. If the plan of exchange is effected, the
bank, trust company, corporate fiduciary, or stock savings bank shall
pay to the shareholder, upon surrender of the certificate or certificates
representing his shares, the value of the shares as of the day before the
date on which the vote was taken approving the plan of exchange. Any
shareholder failing to make demand within the thirty (30) day period
is bound by the terms of the plan of exchan
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(a) If a shareholder votes in opposition to a
plan of exchange at the meeting at which the plan is adopted by the
shareholders, the shareholder may, within thirty (30) days after the date
of the meeting, make written objection to the exchange and demand
that the bank, trust company, corporate fiduciary, or stock savings bank
pay him the value of his shares. If the plan of exchange is effected, the
bank, trust company, corporate fiduciary, or stock savings bank shall
pay to the shareholder, upon surrender of the certificate or certificates
representing his shares, the value of the shares as of the day before the
date on which the vote was taken approving the plan of exchange. Any
shareholder failing to make demand within the thirty (30) day period
is bound by the terms of the plan of exchange. Immediately after
making such a demand, the shareholder, except as provided in
subsection (b), is entitled to payment as provided in this section, ceases
to be a shareholder, and is not entitled to vote or to exercise any other
rights of a shareholder.
(b) A demand for payment made under subsection (a) may not be
withdrawn unless the bank, trust company, corporate fiduciary, or stock
savings bank consents to the withdrawal. With respect to a shareholder
who has made a demand for payment, the right of the shareholder to be
paid the value of his shares ceases and his status as a shareholder is
restored, without prejudice to any corporate proceedings which may
have been taken during the interim, and the shares held by the
shareholder shall be treated for all purposes as if no objection and
demand had been made by the shareholder, if:
(1) the shareholder's request to withdraw his demand is consented
to by the bank, trust company, corporate fiduciary, or stock
savings bank;
(2) the plan of exchange is abandoned;
(3) the shareholders revoke the authority to effect the exchange;
(4) a petition for the determination of value by a court is not filed
within the time provided in this section; or
(5) a court of competent jurisdiction determines that the
shareholder is not entitled to the relief provided by this section.
(c) Within ten (10) days after the plan of exchange is effected, the
bank, trust company, corporate fiduciary, or stock savings bank shall
mail or deliver written notice of the date of that action to each
dissenting shareholder who has made demand under this section. The
bank, trust company, corporate fiduciary, or stock savings bank shall
use the shareholder's address which appears on the corporate records.
The notice shall include a written offer to the shareholder to pay for the
shareholder's shares at a specified price considered by the corporation
to be the value of the shares. If within thirty (30) days after the date on
which the plan of exchange was effected the value of the shares is
agreed upon, the bank, trust company, corporate fiduciary, or stock
savings bank shall make payment to the shareholder for the shares. The
bank, trust company, corporate fiduciary, or stock savings bank shall
make the payment within ninety (90) days after the date on which the
plan of exchange was effected, upon surrender of the certificates
representing the shares. Upon payment of the agreed value, the
dissenting shareholder ceases to have any interest in the shares.
(d) If within the period of thirty (30) days a dissenting shareholder
and the bank, trust company, corporate fiduciary, or stock savings bank
do not agree, then either the bank, trust company, corporate fiduciary,
or stock savings bank or the dissenting shareholder may file a petition
in a circuit or superior court in the county in this state where the
principal office of the bank, trust company, corporate fiduciary, or
stock savings bank is located requesting that the court determine the
value of the shares. However, such a petition must be filed within
ninety (90) days after the date on which the plan of exchange was
effected.
(e) The court shall render judgment against the bank, trust company,
corporate fiduciary, or stock savings bank for payment of an amount
equal to the value of each dissenting share multiplied by the number of
dissenting shares that any dissenting shareholder who is a party is
entitled to require the bank, trust company, corporate fiduciary, or
stock savings bank to purchase. The judgment is payable only upon the
endorsement and delivery to the bank, trust company, corporate
fiduciary, or stock savings bank of the certificates for the shares
described in the judgment. Any party may appeal from the judgment.
(f) Within twenty (20) days after payment is demanded for a
shareholder's shares, the shareholder shall submit the certificates to the
bank, trust company, corporate fiduciary, or stock savings bank for
notation on the certificates that demand for payment has been made.
The failure of the shareholder to do so, at the option of the bank, trust
company, corporate fiduciary, or stock savings bank, terminates the
shareholder's rights under this section unless a court, for good and
sufficient cause shown, otherwise directs. If shares are transferred, each
new certificate issued for those shares shall bear a notation, together
with the name of the original dissenting holder of the shares, and a
transferee of the shares acquires by the transfer no rights in the bank,
trust company, corporate fiduciary, or stock savings bank other than
those which the original dissenting shareholder had after making
demand for payment of the value of the shares.