(a) If the corporation and the shareholder agree that the shares are dissenting shares and agree upon the price of the shares, the dissenting shareholder is entitled to the agreed price with interest thereon at the legal rate on judgments from the date of the agreement. Any agreements fixing the fair market value of any dissenting shares as between the corporation and the holders thereof shall be filed with the secretary of the corporation.

(b) Subject to the provisions of Section 1306, payment of the fair market value of dissenting shares shall be made within 30 days after the amount thereof has been agreed or within 30 days after any statutory or contractual conditions to the reorganization are satisfied, whichever is later, and in the case of certificated securities, subject to surrender of the certificates therefor, unless provided otherwise by agreement.

Terms Used In California Corporations Code 1303

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • dissenting shareholder: means the recordholder of dissenting shares and includes a transferee of record. See California Corporations Code 1300
  • dissenting shares: means shares to which all of the following apply:

    California Corporations Code 1300

  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.

(Amended by Stats. 1986, Ch. 766, Sec. 24.)

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