§ 17-16-1322 — Appraisal notice and form

Wyoming § 17-16-1322

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 13: APPRAISAL RIGHTS

Text

(a) If corporate action requiring appraisal under W.S.
17-16-1302(a) becomes effective, the corporation shall deliver a
written appraisal notice to all shareholders who satisfied the
requirements of W.S. 17-16-1321(a) or (b). In the case of a
merger under W.S. 17-16-1105, the parent shall deliver a written
appraisal notice and form to all record shareholders who may be
entitled to assert appraisal rights.
(b) The appraisal notice shall be sent no later than ten
(10) days after the corporate action specified in W.S.
17-16-1302(a) became effective, and shall:
(i) Supply a form that:
(A) Specifies the first date of any announcement
to shareholders made prior to the date the corporate action
became effective of the principal terms of the proposed
corporate action; and
(B) If such announcement was made, requires that
the shareholder asserting appraisal rights certify whether
beneficial ownership of the shares for which appraisal rights
are asserted was acquired before that date; and
(C) Requires the shareholder asserting appraisal
rights to certify that such shareholder did not vote for or
consent to the transaction.
(ii) State:
(A) Where the form shall be sent and where
certificates for certificated shares shall be deposited and the
date by which those certificates shall be deposited, which date
may not be earlier than the date for receiving the required form
under subparagraph (B) of this paragraph;
(B) Date by which the corporation shall receive
the form, which date may not be fewer than forty (40) nor more
than sixty (60) days after the date the appraisal notice and
form are sent pursuant to subsection (a) of this section, and
state that the shareholder shall have waived the right to demand
appraisal with respect to the shares unless the form is received
by the corporation by such specified date;
(C) The corporation's estimate of the fair value
of the shares;
(D) That, if requested in writing, the
corporation will provide, to the shareholder so requesting,
within ten (10) days after the date specified in subparagraph
(B) of this paragraph the number of shareholders who return the
forms by the specified date and the total number of shares owned
by them; and
(E) The date by which the notice to withdraw
under W.S. 17-16-1323 must be received, which date shall be
within twenty (20) days after the date specified in subparagraph
(B) of this paragraph.
(iii) Be accompanied by a copy of this article.