23-1-44-15. Payment to Dissenter
Sec. 15. (a) Except as provided in section 17 of this chapter, as soon as the proposed corporate action is taken, or, if the transaction did not need shareholder approval and has been completed, upon receipt of a payment demand, the corporation shall pay each dissenter who complied with section 13 of this chapter the […]
23-1-45-4. Revocation of Dissolution
Sec. 4. (a) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action by the board of directors alone, in which event the board of directors […]
23-1-44-16. Failure to Take Action; Return of Certificates; New Action by Corporation
Sec. 16. (a) If the corporation does not take the proposed action within sixty (60) days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares. (b) If after returning deposited certificates and releasing transfer restrictions, the corporation […]
23-1-45-5. Continuance of Corporate Existence; Winding Up Affairs; Effect of Dissolution
Sec. 5. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind to its shareholders; (3) discharging or making provision for […]
23-1-43-15. “Share Acquisition Date” Defined
Sec. 15. As used in this chapter, “share acquisition date”, with respect to any person and any resident domestic corporation, means the date that the person first becomes an interested shareholder of the resident domestic corporation. As added by P.L.149-1986, SEC.27.
23-1-44-2. “Dissenter”
Sec. 2. As used in this chapter, “dissenter” means a shareholder who is entitled to dissent from corporate action under section 8 of this chapter and who exercises that right when and in the manner required by sections 10 through 18 of this chapter. As added by P.L.149-1986, SEC.28.
23-1-43-16. “Subsidiary” Defined
Sec. 16. As used in this chapter, “subsidiary” of any resident domestic corporation means any other corporation of which a majority of the outstanding voting shares entitled to be cast are owned (directly or indirectly) by the resident domestic corporation. As added by P.L.149-1986, SEC.27. Amended by P.L.5-1988, SEC.123.
23-1-44-3. “Fair Value”
Sec. 3. As used in this chapter, “fair value”, with respect to a dissenter’s shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. As added by P.L.149-1986, SEC.28.
23-1-43-17. “Voting Shares” Defined
Sec. 17. As used in this chapter, “voting shares” means shares of capital stock of a corporation entitled to vote generally in the election of directors. As added by P.L.149-1986, SEC.27.
23-1-44-4. “Interest”
Sec. 4. As used in this chapter, “interest” means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances. As added by […]