TITLE XAPPRAISAL
RIGHT
Sec. 81. Instances
of appraisal right.- Any stockholder of a
corporation
shall have the right to dissent and demand payment of the fair value of
his shares in the following instances:
1. In case any amendment to the articles
of incorporation has the effect of changing or restricting the rights
of
any stockholder or class of shares, or of authorizing preferences in
any
respect superior to those of outstanding shares of any class, or of
extending
or shortening the term of corporate existence;
2. In case of sale, lease, exchange,
transfer,
mortgage, pledge or other disposition of all or substantially all of
the
corporate property and assets as provided in the Code; and
3. In case of merger or consolidation.
(n)
Sec. 82.
How right
is exercised. - The appraisal right may be exercised by
any stockholder who shall have voted against the proposed corporate
action,
by making a written demand on the corporation within thirty (30) days
after
the date on which the vote was taken for payment of the fair value of
his
shares: Provided, That failure to make the demand within such period
shall
be deemed a waiver of the appraisal right. If the proposed corporate
action
is implemented or affected, the corporation shall pay to such
stockholder,
upon surrender of the certificate or certificates of stock representing
his shares, the fair value thereof as of the day prior to the date on
which
the vote was taken, excluding any appreciation or depreciation in
anticipation
of such corporate action.
If within a
period of sixty (60) days from
the date the corporate action was approved by the stockholders, the
withdrawing
stockholder and the corporation cannot agree on the fair value of the
shares,
it shall be determined and appraised by three (3) disinterested
persons,
one of whom shall be named by the stockholder, another by the
corporation,
and the third by the two thus chosen. The findings of the majority of
the
appraisers shall be final, and their award shall be paid by the
corporation
within thirty (30) days after such award is made: Provided, That no
payment
shall be made to any dissenting stockholder unless the corporation has
unrestricted retained earnings in its books to cover such payment: and
Provided, further, That upon payment by the corporation of the agreed
or
awarded price, the stockholder shall forthwith transfer his shares to
the
corporation. (n)
Sec. 83. Effect
of demand and termination of right.-
From the time of demand for payment of the fair value of a
stockholder's
shares until either the abandonment of the corporate action involved or
the purchase of the said shares by the corporation, all rights accruing
to such shares, including voting and dividend rights, shall be
suspended
in accordance with the provisions of this Code, except the right of
such
stockholder to receive payment of the fair value thereof: Provided,
That
if the dissenting stockholder is not paid the value of his shares
within
30 days after the award, his voting and dividend rights shall
immediately
be restored. (n)
Sec. 84. When
right to payment ceases. - No demand for payment under
this
Title may be withdrawn unless the corporation consents thereto. If,
however,
such demand for payment is withdrawn with the consent of the
corporation,
or if the proposed corporate action is abandoned or rescinded by the
corporation
or disapproved by the Securities and Exchange Commission where such
approval
is necessary, or if the Securities and Exchange Commission determines
that
such stockholder is not entitled to the appraisal right, then the right
of said stockholder to be paid the fair value of his shares shall
cease,
his status as a stockholder shall thereupon be restored, and all
dividend
distributions which would have accrued on his shares shall be paid to
him.
(n)
Sec. 85. Who bears
costs of appraisal. - The costs and expenses of
appraisal
shall be borne by the corporation, unless the fair value ascertained by
the appraisers is approximately the same as the price which the
corporation
may have offered to pay the stockholder, in which case they shall be
borne
by the latter. In the case of an action to recover such fair value, all
costs and expenses shall be assessed against the corporation, unless
the
refusal of the stockholder to receive payment was unjustified. (n)
Sec. 86.
Notation
on certificates; rights of transferee. - Within ten (10)
days after demanding payment for his shares, a dissenting stockholder
shall
submit the certificates of stock representing his shares to the
corporation
for notation thereon that such shares are dissenting shares. His
failure
to do so shall, at the option of the corporation, terminate his rights
under this Title. If shares represented by the certificates bearing
such
notation are transferred, and the certificates consequently canceled,
the
rights of the transferor as a dissenting stockholder under this Title
shall
cease and the transferee shall have all the rights of a regular
stockholder;
and all dividend distributions which would have accrued on such shares
shall be paid to the transferee. (n) |