§31D-13-1323. Perfection of rights; right to withdraw.
(a) A shareholder who receives notice pursuant to section one
thousand three hundred twenty-two of this article and who wishes to
exercise appraisal rights must certify on the form sent by the
corporation whether the beneficial owner of the shares acquired
beneficial ownership of the shares before the date required to be
set forth in the notice pursuant to subdivision (1), subsection
(b), section one thousand three hundred twenty-two of this article.
If a shareholder fails to make this certification, the corporation
may elect to treat the shareholder's shares as after-acquired
shares under section one thousand three hundred twenty-five of this
article. In addition, a shareholder who wishes to exercise
appraisal rights must execute and return the form and, in the case
of certificated shares, deposit the shareholder's certificates in
accordance with the terms of the notice by the date referred to in
the notice pursuant to paragraph (B), subdivision (2), subsection
(b), section one thousand three hundred twenty-two of this article.
Once a shareholder deposits the shareholder's certificates or, in
the case of uncertificated shares, returns the executed forms, that
shareholder loses all rights as a shareholder unless the
shareholder withdraws pursuant to subsection (b) of this section.
(b) A shareholder who has complied with subsection (a) of this
section may decline to exercise appraisal rights and withdraw from
the appraisal process by so notifying the corporation in writing by
the date set forth in the appraisal notice pursuant to paragraph (E), subdivision (2), subsection (b), section one thousand three
hundred twenty-two of this article. A shareholder who fails to
withdraw from the appraisal process by that date may not withdraw
without the corporation's written consent.
(c) A shareholder who does not execute and return the form
and, in the case of certificated shares, deposit the shareholder's
share certificates where required, each by the date set forth in
the notice described in subsection (b), section one thousand three
hundred twenty-two of this article, is not entitled to payment
under this article.