§31D-13-1323. Perfection of Rights; Right to Withdraw
(a) A shareholder who receives notice pursuant to section one thousand three hundred twenty-two of this article and who wishes to exercise appraisal rights must certify on the form sent by the corporation whether the beneficial owner of the shares acquired beneficial ownership of the shares before the date required to be set forth in […]
§31D-13-1324. Payment
(a) Except as provided in section one thousand three hundred twenty-five of this article, within thirty days after the form required by paragraph (B), subdivision (2), subsection (b), section one thousand three hundred twenty-two of this article is due, the corporation shall pay in cash to those shareholders who complied with subsection (a), section one […]
§31D-13-1325. After-Acquired Shares
(a) A corporation may elect to withhold payment required by section one thousand three hundred twenty-four of this article from any shareholder who did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to […]
§31D-13-1326. Procedure if Shareholder Dissatisfied With Payment or Offer
(a) A shareholder paid pursuant to section one thousand three hundred twenty-four of this article who is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest and less any payment due under […]
§31D-11-1106. Articles of Merger or Share Exchange
(a) After a plan of merger or share exchange has been adopted and approved as required by this chapter, articles of merger or share exchange are to be executed on behalf of each party to the merger or share exchange by any officer or other duly authorized representative. The articles are to set forth: (1) […]
§31D-11-1107. Effect of Merger or Share Exchange
(a) When a merger takes effect: (1) The corporation or other entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be;
§31D-11-1108. Abandonment of a Merger or Share Exchange
(a) Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign corporation or a domestic or foreign other entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved […]
§31D-11-1109. Conversion of a Domestic Corporation to a Domestic Limited Liability Company
(a) A corporation of this state may convert to a limited liability company, in accordance with this section. (b) The Board of Directors of the corporation which desires to convert under this section shall adopt a plan of conversion approving the conversion and recommending the approval of the conversion by the shareholders of the corporation. […]
§31D-12-1201. Disposition of Assets Not Requiring Shareholder Approval
No approval of the shareholders of a corporation is required, unless the articles of incorporation otherwise provide: (1) To sell, lease, exchange or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business;
§31D-12-1202. Shareholder Approval of Certain Dispositions
(a) A sale, lease, exchange or other disposition of assets, other than a disposition described in section one thousand two hundred one of this article, requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity. If a corporation retains a business activity that represented at least […]