Texas Business Organizations Code - Section 10.358. Response By Organization To Notice Of Dissent And Demand For Fair Value By Dissenting Owner
Legal Research Home >
Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 10.358. Response By Organization To Notice Of Dissent And Demand For Fair Value By Dissenting Owner
§ 10.358. RESPONSE BY ORGANIZATION TO NOTICE OF DISSENT
AND DEMAND FOR FAIR VALUE BY DISSENTING OWNER. (a) Not later than
the 20th day after the date a responsible organization receives a
demand for payment made by a dissenting owner in accordance with
Section 10.356, the responsible organization shall respond to the
dissenting owner in writing by:
(1) accepting the amount claimed in the demand as the
fair value of the ownership interests specified in the notice; or
(2) rejecting the demand and including in the response
the requirements prescribed by Subsection (c).
(b) If the responsible organization accepts the amount
claimed in the demand, the responsible organization shall pay the
amount not later than the 90th day after the date the action that is
the subject of the demand was effected if the owner delivers to the
responsible organization:
(1) endorsed certificates representing the ownership
interests if the ownership interests are certificated; or
(2) signed assignments of the ownership interests if
the ownership interests are uncertificated.
(c) If the responsible organization rejects the amount
claimed in the demand, the responsible organization shall provide
to the owner:
(1) an estimate by the responsible organization of the
fair value of the ownership interests; and
(2) an offer to pay the amount of the estimate provided
under Subdivision (1).
(d) An offer made under Subsection (c)(2) must remain open
for a period of at least 60 days from the date the offer is first
delivered to the dissenting owner.
(e) If a dissenting owner accepts an offer made by a
responsible organization under Subsection (c)(2) or if a dissenting
owner and a responsible organization reach an agreement on the fair
value of the ownership interests, the responsible organization
shall pay the agreed amount not later than the 60th day after the
date the offer is accepted or the agreement is reached, as
appropriate, if the dissenting owner delivers to the responsible
organization:
(1) endorsed certificates representing the ownership
interests if the ownership interests are certificated; or
(2) signed assignments of the ownership interests if
the ownership interests are uncertificated.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 10.351 10.352 10.353 10.354 10.355 10.356 10.357 10.358 10.359 10.360 10.361 10.362 10.363 10.364 10.365
Last modified: August 11, 2007
|
