35-14-1321. Notice of intent to demand payment — consequences of voting or consenting. (1) If a corporate action specified in 35-14-1302(1) is submitted to a vote at a shareholders’ meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:

(a)shall deliver to the corporation, before the vote is taken, written notice of the shareholder’s intent to demand payment if the proposed action is effected; and

(b)may not vote, or cause or permit to be voted, any shares of that class or series in favor of the proposed action.

(2)If a corporate action specified in 35-14-1302(1) is to be approved by written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares may not sign a consent in favor of the proposed action with respect to that class or series of shares.

(3)If a corporate action specified in 35-14-1302(1) does not require shareholder approval pursuant to 35-14-1104(10), a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:

(a)shall deliver to the corporation before the shares are purchased pursuant to the offer written notice of the shareholder’s intent to demand payment if the proposed action is effected; and

(b)may not tender or cause or permit to be tendered any shares of that class or series in response to the offer.

(4)A shareholder who fails to satisfy the requirements of subsection (1), (2) or (3) is not entitled to payment under this part.