(205 ILCS 5/29) (from Ch. 17, par. 336)
Sec. 29.
Dissenting stockholders.)
If a stockholder of a state bank which is a party to a merger other than
a merger which is to result in a national bank, shall file with such bank
prior to or at the meeting of stockholders at which the plan of merger is
submitted to a vote, a written objection to such plan or merger, and shall
not vote in favor thereof, and such stockholder, within 20 days after
receiving written notice of the date the merger became effective,
shall make written demand on the continuing bank
for payment of the fair value of his shares as of the day prior to the date
on which the vote was taken approving the merger, the continuing bank shall
pay to such stockholder, upon surrender of his certificate or certificates
representing said stock, the fair value thereof. Such demand shall state
the number of the shares owned by such dissenting stockholder. The
continuing bank shall provide written notice of the effective date of the
merger to all shareholders who have filed written objections in order that such
dissenting shareholders may know when they must file written demand if they
choose to do so. Any
stockholder failing to make demand within the 20-day period shall be
conclusively presumed to have consented to the merger and shall be bound by
the terms thereof. If within 30 days after the date on which such
merger was effected the value of such shares is agreed upon between the
dissenting stockholders and the continuing bank, payment therefor shall be
made within 90 days after the date on which such merger was effected,
upon the surrender of his certificate or certificates representing said
shares. Upon payment of the agreed value the dissenting stockholder shall
cease to have any interest in such shares or in the continuing bank. If
within such period of 30 days the stockholder and the continuing bank
do not so agree, then the dissenting stockholder may, within 60 days
after the expiration of the 30-day period, file a complaint in
the circuit court asking for a finding and determination of
the fair value of such shares, and shall be entitled to judgment against
the continuing bank for the amount of such fair value as of the day prior
to the date on which such vote was taken approving such merger with
interest thereon to the date of such judgment. The practice, procedure and
judgment shall be governed by the Civil Practice Law of this State. The
judgment shall be payable only upon and simultaneously with the surrender
to the continuing bank of the certificate or certificates representing said
shares. Upon the payment of the judgment, the dissenting stockholder shall
cease to have any interest in such shares or in the continuing bank. Such
shares of stock may be held and disposed of by the continuing bank. Unless
the dissenting stockholder shall file such complaint within the time herein
limited, such stockholder and all persons claiming under him shall be
conclusively presumed to have approved and ratified the merger, and shall
be bound by the terms thereof. The right of a dissenting stockholder to be
paid the fair value of his shares of stock as herein provided shall cease
if and when the continuing bank shall abandon the merger.
(Source: P.A. 85-211.)
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