Guam § 281306 - Appraisal Notice and Form.

§ 281306. Appraisal Notice and Form.

(a) If proposed corporate action requiring appraisal rights under §

281302(a) becomes effective, the corporation must deliver a written

appraisal notice and form required by subsection (b)(1) to all shareholders

who satisfied the requirements of § 281305. In the case of a merger under §

281105, the parent must deliver a written appraisal notice and form to all

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record shareholders who may be entitled to assert appraisal rights.

(b) The appraisal notice must be sent no earlier than the date the

corporate action became effective and no later than ten days after such date

and must:

(1) Supply a form that specifies the date of the first announcement

to the public, the news media or the shareholders, whichever first

occurred, of the principal terms of the proposed corporate action and

requires the shareholder asserting appraisal rights to certify:

(A) whether or not beneficial ownership of those shares for

which appraisal rights are asserted was acquired before that date

and

(B) that the shareholder did not vote for the transaction;

(2) state:

(A) where the form must be sent and where certificates for

certificated shares must be deposited and the date by which those

certificates must be deposited, which date may not be earlier than

the date for receiving the required form under subsection (2)(B);

(B) a date by which the corporation must receive the form

which date may not be fewer than 40 nor more than 60 days after

the date the subsection (a) appraisal notice and form are sent, and

state that the shareholder shall have waived the right to demand

appraisal with respect to the shares unless the form is received by

the corporation by such specified date;

(C) the corporation’s estimate of the fair value of the shares;

(D) that, if requested in writing, the corporation will provide,

to the shareholder so requesting, within ten days after the date

specified in subsection (2)(B) the number of shareholders who

return the forms by the specified date and the total number of

shares owned by them; and

(E) the date by which the notice to withdraw under § 281307

must be received, which date must be within 20 days after the date

specified in subsection (2)(B); and

(3) be accompanied by a copy of this Article.

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