§414-415  Election to purchase in lieu of
dissolution.  (a)  In a proceeding under section 414-411(2) to dissolve a
corporation that has no shares listed on a national securities exchange or
regularly traded in a market maintained by one or more members of a national or
affiliated securities association, the corporation may elect or, if it fails to
elect, one or more shareholders may elect to purchase all shares owned by the
petitioning shareholder at the fair value of the shares.  An election pursuant
to this section shall be irrevocable unless the court determines that it is
equitable to set aside or modify the election.



(b)  An election to purchase pursuant to this
section may be filed with the court at any time within ninety days after the
filing of the petition under section 414-411(2) or at such later time as the
court in its discretion may allow.  If the election to purchase is filed by one
or more shareholders, the corporation, within ten days thereafter, shall give
written notice to all shareholders, other than the petitioning shareholder. 
The notice shall state the name and number of shares owned by the petitioning
shareholder and the name and number of shares owned by each electing
shareholder and shall advise the recipients of their right to join in the
election to purchase shares in accordance with this section.  Shareholders who
wish to participate shall file notice of their intention to join in the
purchase no later than thirty days after the effective date of the notice to
them.  All shareholders who have filed an election or notice of their intention
to participate in the election to purchase thereby become parties to the
proceeding and shall participate in the purchase in proportion to their
ownership of shares as of the date the first election was filed, unless they
otherwise agree or the court otherwise directs.  After an election has been
filed by the corporation or one or more shareholders, the proceeding under
section 414-411(2) may not be discontinued or settled, nor may the petitioning
shareholder sell or otherwise dispose of the shareholder's shares, unless the
court determines that it would be equitable to the corporation and the
shareholders, other than the petitioning shareholder, to permit the
discontinuance, settlement, sale, or other disposition.



(c)  If, within sixty days of the filing of the
first election, the parties reach agreement as to the fair value and terms of
purchase of the petitioning shareholder's shares, the court shall enter an
order directing the purchase of the petitioning shareholder's shares upon the
terms and conditions agreed to by the parties.



(d)  If the parties are unable to reach an
agreement as provided for in subsection (c), the court, upon application of any
party, shall stay the section 414-411(2) proceedings and determine the fair
value of the petitioning shareholder's shares as of the day before the date on
which the petition under section 414-411(2) was filed or as of any other date
the court deems appropriate under the circumstances.



(e)  Upon determining the fair value of the
shares, the court shall enter an order directing the purchase upon the terms
and conditions that the court deems appropriate, which may include payment of
the purchase price in installments, where necessary in the interests of equity,
provision for security to assure payment of the purchase price and any
additional costs, fees, and expenses as may have been awarded, and, if the
shares are to be purchased by shareholders, the allocation of shares among
them.  In allocating the petitioning shareholder's shares among holders of
different classes of shares, the court shall attempt to preserve the existing
distribution of voting rights among holders of different classes insofar as
practicable and may direct that holders of a specific class or classes shall
not participate in the purchase.  Interest may be allowed at the rate and from
the date determined by the court to be equitable, but if the court finds that
the refusal of the petitioning shareholder to accept an offer of payment was
arbitrary or otherwise not in good faith, no interest shall be allowed.  If the
court finds that the petitioning shareholder had probable grounds for relief
under section 414-411(2)(B) or (D), it may award to the petitioning shareholder
reasonable fees and expenses of counsel and of any experts employed by the
petitioning shareholder.



(f)  Upon entry of an order under subsection
(c) or (e), the court shall dismiss the petition to dissolve the corporation
under section 414-411, and the petitioning shareholder shall no longer have any
rights or status as a shareholder of the corporation, except the right to
receive the amounts awarded to the petitioning shareholder by the order of the
court that shall be enforceable in the same manner as any other judgment.



(g)  The purchase ordered pursuant to
subsection (e), shall be made within ten days after the date the order becomes
final unless before that time the corporation files with the court a notice of
its intention to adopt articles of dissolution pursuant to sections 414-382 and
414-383, which articles shall then be adopted and filed within fifty days
thereafter.  Upon filing of the articles of dissolution, the corporation shall
be dissolved in accordance with sections 414-385 to 414-387, and the order entered
pursuant to subsection (e) shall no longer be of any force or effect, except
that the court may award the petitioning shareholder reasonable fees and
expenses in accordance with the provisions of the last sentence of subsection
(e) and the petitioning shareholder may continue to pursue any claims
previously asserted on behalf of the corporation.



(h)  Any payment by the corporation pursuant to
an order under subsection (c) or (e), other than an award of fees and expenses
pursuant to subsection (e), is subject to section 414-111. [L 2000, c 244, pt
of §1; am L 2001, c 129, §43]