(a)

Terms Used In Tennessee Code 48-103-309

  • Appraisal: A determination of property value.
  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • Control: means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person whether through the ownership of voting securities, by contract or otherwise. See Tennessee Code 48-103-302
  • Control share acquisition: means the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. See Tennessee Code 48-103-302
  • control shares: includes such shares only to the extent to which their acquisition causes the acquiring person to exceed any threshold of voting power set forth above for which approval has not been obtained previously pursuant to §. See Tennessee Code 48-103-302
  • 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.
  • Corporation: means a corporation organized under the laws of Tennessee which has become subject to this part pursuant to §. See Tennessee Code 48-103-302
  • Directors: means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
  • Person: means any individual, corporation, partnership, unincorporated association or other entity and any "associate" (as defined in subdivision (1)) of such individual or entity. See Tennessee Code 48-103-302
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
  • Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
  • Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Tennessee Code 48-11-201
  • Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. See Tennessee Code 48-51-201
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
(1) A charter or bylaw provision effective prior to the occurrence of a control share acquisition may provide that, in the event control shares acquired in a control share acquisition are accorded voting rights and the acquiring person has acquired control shares that confer upon such person a majority or more of all voting power entitled to vote generally with respect to the election of directors, all shareholders of record of the corporation, other than the acquiring person, who have not voted in favor of granting such voting rights to the acquiring person shall be entitled to an appraisal of the fair value of their shares in accordance with chapter 23 of this title.
(2) For purposes of this section, fair value shall be determined as of the date of the approval of voting rights by the shareholders and in accordance with chapter 23 of this title which shall apply as nearly as practicable except that:

(A) Dissenting shareholders shall be provided with copies of all valuations, projections and estimates of the value of the corporation in the possession, custody, or control of the acquiring person or such acquiring person’s associates or advisors; and
(B) Fair value includes consideration of the valuations, future events or transactions bearing upon the corporation’s value to the acquiring shareholder as described in any valuations, projections or estimates made by or on behalf of the acquiring person or the acquiring person’s associates.
(b) The corporation, not less than twenty (20) days prior to the meeting convened pursuant to § 48-103-306, shall notify each of its shareholders that appraisal rights may be available for any or all shares of the corporation, and shall include in such notice a copy of this section and an accurate summary of chapter 13 of this title.
(c) Each shareholder electing to demand the appraisal of the shareholder’s shares shall deliver to the corporation, before the taking of the vote described in § 48-103-307, a written demand for appraisal of the shareholder’s shares. A proxy or vote against the voting rights of an acquiring person shall not constitute such a demand. A shareholder electing to take such action must do so by a separate written demand as herein provided.
(d) Within ten (10) days after any vote in favor of a resolution granting voting rights to an acquiring person, the corporation shall notify each shareholder who has complied with this subsection (d) that the resolution has been adopted.
(e) The corporation shall deliver to the acquiring person, within five (5) days of the taking of the vote under § 48-103-307, a statement setting forth the aggregate number of shares not voted in favor of the resolution and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares.
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