§ 6022. Procedure to enforce stockholder's right to receive payment
for shares. 1. A stockholder intending to enforce his right under a
section of this chapter to receive payment for his shares if the
proposed corporate action referred to therein is taken shall file with
the corporation, before the meeting of stockholders at which the action
is submitted to a vote, or at such meeting but before the vote, written
objection to the action. The objection shall include a statement that he
intends to demand payment for his shares if the action is taken. Such
objection is not required from any stockholder to whom the corporation
did not give notice of such meeting in accordance with this chapter or
where the proposed action is authorized by written consent of
stockholders without a meeting.

2. Within ten days after the stockholders' authorization date, which
term as used in this section means the date on which the stockholders'
vote authorizing such action was taken, or the date on which such
consent without a meeting was obtained from the requisite stockholders,
the corporation shall give written notice of such authorization or
consent by registered mail to each stockholder who filed written
objection or from whom written objection was not required, excepting any
who voted for or consented in writing to the proposed action.

3. Within twenty days after the giving of notice to him, any
stockholder to whom the corporation was required to give such notice and
who elects to dissent shall file with the corporation a written notice
of such election, stating his name and residence address, the number and
classes of shares as to which he dissents and a demand for payment of
the fair value of his shares.

4. A stockholder may not dissent as to less than all of the shares,
held by him of record, that he owns beneficially. A nominee or fiduciary
may not dissent on behalf of any beneficial owner as to less than all of
the shares of such owner held of record by such nominee or fiduciary.

5. Upon filing a notice of election to dissent, the stockholder shall
cease to have any of the rights of a stockholder except the right to be
paid the fair value of his shares and any other rights under this
section. Withdrawal of a notice of election shall require the written
consent of the corporation. If a notice of election is withdrawn, or the
proposed corporate action is abandoned or rescinded, or a court shall
determine that the stockholder is not entitled to receive payment for
his shares, or the stockholder shall otherwise lose his dissenter's
rights, he shall not have the right to receive payment for his shares
and he shall be reinstated to all his rights as a stockholder as of the
filing of his notice of election, including any intervening preemptive
rights and the right to payment of any intervening dividend or other
distribution or, if any such rights have expired or any such dividend or
distribution other than in cash has been completed, in lieu thereof, at
the election of the corporation, the fair value thereof in cash as
determined by the board as of the time of such expiration or completion,
but without prejudice otherwise to any corporate proceedings that may
have been taken in the interim.

6. At the time of filing the notice of election to dissent or within
one month thereafter the stockholder shall submit the certificates
representing his shares to the corporation, or to its transfer agent,
which shall forthwith note conspicuously thereon that a notice of
election has been filed and shall return the certificates to the
stockholder or other person who submitted them on his behalf. Any
stockholder who fails to submit his certificates for such notation as
herein specified shall, at the option of the corporation exercised by
written notice to him within forty-five days from the date of filing of
such notice of election to dissent, lose his dissenter's rights unless a
court, for good cause shown, shall otherwise direct. Upon transfer of a
certificate bearing such notation, each new certificate issued therefor
shall bear a similar notation together with the name of the original
dissenting holder of the shares and a transferee shall acquire no rights
in the corporation except those which the original dissenting
stockholder had after filing his notice of election.

7. Within seven days after the expiration of the period within which
stockholders may file their notices of election to dissent, or within
seven days after the proposed corporate action is consummated, whichever
is later, the corporation or, in the case of a merger, the receiving
corporation, shall make a written offer by registered mail to each
stockholder who has filed such notice of election to pay for his shares
at a specified price which the corporation considers to be their fair
value. Such offer shall be made at the same price per share to all
dissenting stockholders of the same class, or if divided into series, of
the same series and shall be accompanied by a balance sheet of the
corporation whose shares the dissenting stockholder holds as of the
latest available date, which shall not be earlier than twelve months
before the making of such offer, and a profit and loss statement or
statements for not less than a twelve month period ended on the date of
such balance sheet or, if the corporation was not in existence
throughout such twelve month period, for the portion thereof during
which it was in existence. If within thirty days after the making of
such offer, the corporation making the offer and any stockholder agree
upon the price to be paid for his shares, payment therefor shall be made
within sixty days after the making of such offer upon the surrender of
the certificates representing such shares.

8. The following procedure shall apply if the corporation fails to
make such offer within such period of seven days, or if it makes the
offer and any dissenting stockholder or stockholders fail to agree with
it within the period of thirty days thereafter upon the price to be paid
for their shares:

(a) The corporation or, in the case of a merger, the receiving
corporation shall, within twenty days after the expiration of whichever
is applicable of the two periods last mentioned, institute a special
proceeding in the supreme court in the judicial district in which the
office of the corporation is located to determine the rights of
dissenting stockholders and to fix the fair value of their shares.

(b) If the corporation fails to institute such proceeding within such
period of twenty days, any dissenting stockholder may institute such
proceeding for the same purpose not later than thirty days after the
expiration of such twenty day period. If such proceeding is not
instituted within such thirty day period, all dissenter's rights shall
be lost unless the supreme court, for good cause shown, shall otherwise
direct.

(c) All dissenting stockholders, excepting those who, as provided in
subdivision seven, have agreed with the corporation upon the price to be
paid for their shares, shall be made parties to such proceeding, which
shall have the effect of an action quasi in rem against their shares.
The corporation shall serve a copy of the petition in such proceeding
upon each dissenting stockholder who is a resident of this state in the
manner provided by law for the service of a summons, and upon each
nonresident dissenting stockholder either by registered mail and
publication, or in such other manner as is permitted by law. The
jurisdiction of the court shall be plenary and exclusive.

(d) The court shall determine whether each dissenting stockholder, as
to whom the corporation requests the court to make such determination,
is entitled to receive payment for his shares. If the corporation does
not request any such determination or if the court finds that any
dissenting stockholder is so entitled, it shall proceed to fix the value
of the shares, which, for the purposes of this section, shall be the
fair value as of the close of business on the day prior to the
stockholders' authorization date, excluding any appreciation or
depreciation directly or indirectly induced by such corporate action or
its proposal. The court may, if it so elects, appoint an appraiser to
receive evidence and recommend a decision on the question of fair value.
Such appraiser shall have the power, authority and duties specified in
the order appointing him, or any amendment thereof.

(e) The final order in the proceeding shall be entered against the
corporation in favor of each dissenting stockholder who is a party to
the proceeding and is entitled thereto for the value of his shares so
determined.

(f) The final order shall include an allowance for interest at such
rate as the court finds to be equitable, from the stockholders'
authorization date to the date of payment. If the court finds that the
refusal of any stockholder to accept the corporate offer of payment for
his shares was arbitrary, vexatious or otherwise not in good faith, no
interest shall be allowed to him.

(g) The costs and expenses of such proceeding shall be determined by
the court and shall be assessed against the corporation, or, in the case
of a merger, the receiving corporation, except that all or any part of
such costs and expenses may be apportioned and assessed, as the court
may determine, against any or all of the dissenting stockholders who are
parties to the proceeding if the court finds that their refusal to
accept the corporate offer was arbitrary, vexatious or otherwise not in
good faith. Such expenses shall include reasonable compensation for and
the reasonable expenses of the appraiser, but shall exclude the fees and
expenses of counsel for and experts employed by any party unless the
court, in its discretion, awards such fees and expenses. In exercising
such discretion, the court shall consider any of the following: (A)
that the fair value of the shares as determined materially exceeds the
amount which such corporation offered to pay; (B) that no offer was made
by such corporation; and (C) that such corporation failed to institute
the special proceeding within the period specified therefor.

(h) Within sixty days after final determination of the proceeding, the
corporation or, in the case of a merger, the receiving corporation shall
pay to each dissenting stockholder the amount found to be due him, upon
surrender of the certificates representing his shares.

9. Shares acquired by the corporation upon the payment of the agreed
value therefor or of the amount due under the final order, as provided
in this section, shall be dealt with as provided in section five
thousand fourteen, except that, in the case of a merger, they shall be
disposed of as provided in the plan of merger or consolidation.

10. The enforcement by a stockholder of his right to receive payment
for his shares in the manner provided herein shall exclude the
enforcement by such stockholder of any other right to which he might
otherwise be entitled by virtue of share ownership, except as provided
in subdivision five, and except that this section shall not exclude the
right of such stockholder to bring or maintain an appropriate action to
obtain relief on the ground that such corporate action will be or is
illegal or fraudulent as to him.

11. Except as otherwise expressly provided in this section, any notice
to be given by a corporation to a stockholder under this section shall
be given in the manner provided in section six thousand five.