Guam § 3409 - Procedure if Stockholder Dissatisfied with Payment of Offer.

§ 3409. Procedure if Stockholder Dissatisfied with Payment of Offer.

(a) A dissenter may notify the corporation in writing of his own

estimate of the fair value of his shares and amount of interest due, and

demand payment of his estimate less any payment under §3406 of this

Article, or reject the corporation's offer under § 3408 and demand payment

of the fair value of his shares and interest due, if:

(1) The dissenter believes that the amount paid under § 3406 or

offered under § 3408 is less than the fair value of his shares or that the

interest due is incorrectly calculated;

(2) The corporation fails to make payment under § 3406 within

sixty (60) days after the date set for demanding payment; or

(3) The corporation, having failed to take the proposed action,

does not return the deposited certificates or release the transfer

restrictions imposed on uncertificated shares within sixty (60) days

after the date set for demanding payment.

(b) A dissenter waives his right to demand payment under this Section

unless he notifies the corporation of his demand in writing under Subsection

(a) of this Section within thirty (30) days after the corporation made or

offered payment for his shares.

----------

COL021307

18 GCA BUSINESS S TRUCTURES & FUNCTION

ARTICLE 5

JUDICIAL APPRAISAL OF SHARES