§ 7-1.2-1315 - Avoidance of dissolution by share buyout.
SECTION 7-1.2-1315
§ 7-1.2-1315 Avoidance of dissolution byshare buyout. – Whenever a petition for dissolution of a corporation is filed by one or moreshareholders (subsequently in this section referred to as the "petitioner")pursuant to either § 7-1.2-1314 or a right to compel dissolution which isauthorized under § 7-1.2-1701 or is otherwise valid, one or more of itsother shareholders may avoid the dissolution by filing with the court prior tothe commencement of the hearing, or, in the discretion of the court, at anytime prior to a sale or other disposition of the assets of the corporation, anelection to purchase the shares owned by the petitioner at a price equal totheir fair value. If the shares are to be purchased by other shareholders,notice must be sent to all shareholders of the corporation other than thepetitioner, giving them an opportunity to join in the election to purchase theshares. If the parties are unable to reach an agreement as to the fair value ofthe shares, the court shall, upon the giving of a bond or other securitysufficient to assure to the petitioner payment of the value of the shares, staythe proceeding and determine the value of the shares, in accordance with theprocedure set forth in § 7-1.2-1202, as of the close of business on theday on which the petition for dissolution was filed. Upon determining the fairvalue of the shares, the court shall state in its order directing that theshares be purchased, the purchase price and the time within which the paymentis to be made, and may decree any other terms and conditions of sale that itdetermines to be appropriate, including payment of the purchase price ininstallments extending over a period of time, and, if the shares are to bepurchased by shareholders, the allocation of shares among shareholders electingto purchase them, which, so far as practicable, are to be proportional to thenumber of shares previously owned. The petitioner is entitled to interest, atthe rate on judgments in civil actions, on the purchase price of the sharesfrom the date of the filing of the election to purchase the shares, and allother rights of the petitioner as owner of the shares terminate on that date.The costs of the proceeding, which include reasonable compensation and expensesof appraisers but not fees and expenses of counsel or of experts retained by aparty, will be allocated between or among the parties as the court determines.Upon full payment of the purchase price, under the terms and conditionsspecified by the court, or at any other time that is ordered by the court, thepetitioner shall transfer the shares to the purchaser.