§ 55-13-28. Procedure if shareholder dissatisfied with corporation's payment or failure to perform. - North Carolina Statutes

§55‑13‑28.  Procedure if shareholder dissatisfied with corporation'spayment or failure to perform.

(a)        A dissenter maynotify the corporation in writing of his own estimate of the fair value of hisshares and amount of interest due, and demand payment of the amount in excessof the payment by the corporation under G.S. 55‑13‑25 for the fairvalue of his shares and interest due, if:

(1)        The dissenterbelieves that the amount paid under G.S. 55‑13‑25 is less than thefair value of his shares or that the interest due is incorrectly calculated;

(2)        The corporationfails to make payment under G.S. 55‑13‑25; or

(3)        The corporation,having failed to take the proposed action, does not return the depositedcertificates or release the transfer restrictions imposed on uncertificatedshares within 60 days after the date set for demanding payment.

(b)        A dissenter waiveshis right to demand payment under this section unless he notifies thecorporation of his demand in writing (i) under subdivision (a)(1) within 30days after the corporation made payment for his shares or (ii) undersubdivisions (a)(2) and (a)(3) within 30 days after the corporation has failedto perform timely. A dissenter who fails to notify the corporation of hisdemand under subsection (a) within such 30‑day period shall be deemed tohave withdrawn his dissent and demand for payment. (1925, c. 77, s. 1; 1943, c.270; G.S., s. 55‑167; 1955, c. 1371, s. 1; 1969, c. 751, s. 39; 1973, c.469, ss. 36, 37; 1989, c. 265, s. 1; 1997‑202, s. 3.)