Ohio § 1701.85

§ 1701.85.

(A)(1) A shareholder of a domestic corporation is entitled to relief as a dissenting shareholder

in respect of the proposals described in sections 1701.74 , 1701.76 , and 1701.84 of the Revised Code , only in compliance with this section. (2) If the proposal must be submitted to the shareholders of the corporation involved,

the dissenting shareholder shall be a record holder of the shares of the corporation

as to which the dissenting shareholder seeks relief as of the date fixed for the determination

of shareholders entitled to notice of a meeting of the shareholders at which the proposal

is to be submitted, and such shares shall not have been voted in favor of the proposal. (3) Not later than twenty days before the date of the meeting at which the proposal will

be submitted to the shareholders, the corporation may notify the corporation's shareholders

that relief under this section is available.  The notice shall include or be accompanied by all of the following: (a) A copy of this section; (b) A statement that the proposal can give rise to rights under this section if the proposal

is approved by the required vote of the shareholders; (c) A statement that the shareholder will be eligible as a dissenting shareholder under

this section only if the shareholder delivers to the corporation a written demand

with the information provided for in division (A)(4) of this section before the vote

on the proposal will be taken at the meeting of the shareholders and the shareholder

does not vote in favor of the proposal. (4) If the corporation delivers notice to its shareholders as provided in division (A)(3)

of this section, a shareholder electing to be eligible as a dissenting shareholder

under this section shall deliver to the corporation before the vote on the proposal

is taken a written demand for payment of the fair cash value of the shares as to which

the shareholder seeks relief.  The demand for payment shall include the shareholder's address, the number and class

of such shares, and the amount claimed by the shareholder as the fair cash value of

the shares. (5) If the corporation does not notify the corporation's shareholders pursuant to division

(A)(3) of this section, not later than ten days after the date on which the vote on

the proposal was taken at the meeting of the shareholders, the dissenting shareholder

shall deliver to the corporation a written demand for payment to the dissenting shareholder

of the fair cash value of the shares as to which the dissenting shareholder seeks

relief, which demand shall state the dissenting shareholder's address, the number

and class of such shares, and the amount claimed by the dissenting shareholder as

the fair cash value of the shares. (6) If a signatory, designated and approved by the dissenting shareholder, executes the

demand, then at any time after receiving the demand, the corporation may make a written

request that the dissenting shareholder provide evidence of the signatory's authority.  The shareholder shall provide the evidence within a reasonable time but not sooner

than twenty days after the dissenting shareholder has received the corporation's written

request for evidence. (7) The dissenting shareholder entitled to relief under division (A)(3) of section 1701.84 of the Revised Code in the case of a merger pursuant to section 1701.80 of the Revised Code and a dissenting shareholder entitled to relief under division (A)(5) of section 1701.84 of the Revised Code in the case of a merger pursuant to section 1701.801 of the Revised Code shall be a record holder of the shares of the corporation as to which the dissenting

shareholder seeks relief as of the date on which the agreement of merger was adopted

by the directors of that corporation.  Within twenty days after the dissenting shareholder has been sent the notice provided

in section 1701.80 or 1701.801 of the Revised Code , the dissenting shareholder shall deliver to the corporation a written demand for

payment with the same information as that provided for in division (A)(4) of this

section. (8) In the case of a merger or consolidation, a demand served on the constituent corporation

involved constitutes service on the surviving or the new entity, whether the demand

is served before, on, or after the effective date of the merger or consolidation.  In the case of a conversion, a demand served on the converting corporation constitutes

service on the converted entity, whether the demand is served before, on, or after

the effective date of the conversion. (9) If the corporation sends to the dissenting shareholder, at the address specified

in the dissenting shareholder's demand, a request for the certificates representing

the shares as to which the dissenting shareholder seeks relief, the dissenting shareholder,

within fifteen days from the date of the sending of such request, shall deliver to

the corporation the certificates requested so that the corporation may endorse on

them a legend to the effect that demand for the fair cash value of such shares has

been made.  The corporation promptly shall return the endorsed certificates to the dissenting

shareholder.  A dissenting shareholder's failure to deliver the certificates terminates the dissenting

shareholder's rights as a dissenting shareholder, at the option of the corporation,

exercised by written notice sent to the dissenting shareholder within twenty days

after the lapse of the fifteen-day period, unless a court for good cause shown otherwise

directs.  If shares represented by a certificate on which such a legend has been endorsed

are transferred, each new certificate issued for them shall bear a similar legend,

together with the name of the original dissenting holder of the shares.  Upon receiving a demand for payment from a dissenting shareholder who is the record

holder of uncertificated securities, the corporation shall make an appropriate notation

of the demand for payment in its shareholder records.  If uncertificated shares for which payment has been demanded are to be transferred,

any new certificate issued for the shares shall bear the legend required for certificated

securities as provided in this paragraph.  A transferee of the shares so endorsed, or of uncertificated securities where such

notation has been made, acquires only the rights in the corporation as the original

dissenting holder of such shares had immediately after the service of a demand for

payment of the fair cash value of the shares.  A request under this paragraph by the corporation is not an admission by the corporation

that the shareholder is entitled to relief under this section. (B) Unless the corporation and the dissenting shareholder have come to an agreement on

the fair cash value per share of the shares as to which the dissenting shareholder

seeks relief, the dissenting shareholder or the corporation, which in case of a merger

or consolidation may be the surviving or new entity, or in the case of a conversion

may be the converted entity, within three months after the service of the demand by

the dissenting shareholder, may file a complaint in the court of common pleas of the

county in which the principal office of the corporation that issued the shares is

located or was located when the proposal was adopted by the shareholders of the corporation,

or, if the proposal was not required to be submitted to the shareholders, was approved

by the directors.  Other dissenting shareholders, within that three-month period, may join as plaintiffs

or may be joined as defendants in any such proceeding, and any two or more such proceedings

may be consolidated.  The complaint shall contain a brief statement of the facts, including the vote and

the facts entitling the dissenting shareholder to the relief demanded.  No answer to a complaint is required.  Upon the filing of a complaint, the court, on motion of the petitioner, shall enter

an order fixing a date for a hearing on the complaint and requiring that a copy of

the complaint and a notice of the filing and of the date for hearing be given to the

respondent or defendant in the manner in which summons is required to be served or

substituted service is required to be made in other cases.  On the day fixed for the hearing on the complaint or any adjournment of it, the

court shall determine from the complaint and from evidence submitted by either party

whether the dissenting shareholder is entitled to be paid the fair cash value of any

shares and, if so, the number and class of such shares.  If the court finds that the dissenting shareholder is so entitled, the court may

appoint one or more persons as appraisers to receive evidence and to recommend a decision

on the amount of the fair cash value.  The appraisers have power and authority specified in the order of their appointment.  The court thereupon shall make a finding as to the fair cash value of a share and

shall render judgment against the corporation for the payment of it, with interest

at a rate and from a date as the court considers equitable.  The costs of the proceeding, including reasonable compensation to the appraisers

to be fixed by the court, shall be assessed or apportioned as the court considers

equitable.  The proceeding is a special proceeding and final orders in it may be vacated, modified,

or reversed on appeal pursuant to the Rules of Appellate Procedure and, to the extent

not in conflict with those rules, Chapter 2505. of the Revised Code.  If, during the pendency of any proceeding instituted under this section, a suit

or proceeding is or has been instituted to enjoin or otherwise to prevent the carrying

out of the action as to which the shareholder has dissented, the proceeding instituted

under this section shall be stayed until the final determination of the other suit

or proceeding.  Unless any provision in division (D) of this section is applicable, the fair cash

value of the shares that is agreed upon by the parties or fixed under this section

shall be paid within thirty days after the date of final determination of such value

under this division, the effective date of the amendment to the articles, or the consummation

of the other action involved, whichever occurs last.  Upon the occurrence of the last such event, payment shall be made immediately to

a holder of uncertificated securities entitled to payment.  In the case of holders of shares represented by certificates, payment shall be made

only upon and simultaneously with the surrender to the corporation of the certificates

representing the shares for which the payment is made. (C)(1) If the proposal was required to be submitted to the shareholders of the corporation,

fair cash value as to those shareholders shall be determined as of the day prior to

the day on which the vote by the shareholders was taken and, in the case of a merger

pursuant to section 1701.80 or 1701.801 of the Revised Code , fair cash value as to shareholders of a constituent subsidiary corporation shall

be determined as of the day before the adoption of the agreement of merger by the

directors of the particular subsidiary corporation.  The fair cash value of a share for the purposes of this section is the amount that

a willing seller who is under no compulsion to sell would be willing to accept and

that a willing buyer who is under no compulsion to purchase would be willing to pay,

but in no event shall the fair cash value of a share exceed the amount specified in

the demand of the particular shareholder.  In computing fair cash value, both of the following shall be excluded: (a) Any appreciation or depreciation in market value resulting from the proposal submitted

to the directors or to the shareholders; (b) Any premium associated with control of the corporation, or any discount for lack

of marketability or minority status. (2) For the purposes of this section, the fair cash value of a share that was listed

on a national securities exchange at any of the following times shall be the closing

sale price on the national securities exchange as of the applicable date provided

in division (C)(1) of this section: (a) Immediately before the effective time of a merger or consolidation; (b) Immediately before the filing of an amendment to the articles of incorporation as

described in division (A) of section 1701.74 of the Revised Code ; (c) Immediately before the time of the vote described in division (A)(1)(b) of section 1701.76 of the Revised Code . (D)(1) The right and obligation of a dissenting shareholder to receive fair cash value and

to sell such shares as to which the dissenting shareholder seeks relief, and the right

and obligation of the corporation to purchase such shares and to pay the fair cash

value of them terminates if any of the following applies: (a) The dissenting shareholder has not complied with this section, unless the corporation

by its directors waives such failure; (b) The corporation abandons the action involved or is finally enjoined or prevented

from carrying it out, or the shareholders rescind their adoption of the action involved; (c) The dissenting shareholder withdraws the dissenting shareholder's demand, with the

consent of the corporation by its directors; (d) The corporation and the dissenting shareholder have not come to an agreement as to

the fair cash value per share, and neither the shareholder nor the corporation has

filed or joined in a complaint under division (B) of this section within the period

provided in that division. (2) For purposes of division (D)(1) of this section, if the merger, consolidation, or

conversion has become effective and the surviving, new, or converted entity is not

a corporation, action required to be taken by the directors of the corporation shall

be taken by the partners of a surviving, new, or converted partnership or the comparable

representatives of any other surviving, new, or converted entity. (E) From the time of the dissenting shareholder's giving of the demand until either the

termination of the rights and obligations arising from it or the purchase of the shares

by the corporation, all other rights accruing from such shares, including voting and

dividend or distribution rights, are suspended.  If during the suspension, any dividend or distribution is paid in money upon shares

of such class or any dividend, distribution, or interest is paid in money upon any

securities issued in extinguishment of or in substitution for such shares, an amount

equal to the dividend, distribution, or interest which, except for the suspension,

would have been payable upon such shares or securities, shall be paid to the holder

of record as a credit upon the fair cash value of the shares.  If the right to receive fair cash value is terminated other than by the purchase

of the shares by the corporation, all rights of the holder shall be restored and all

distributions which, except for the suspension, would have been made shall be made

to the holder of record of the shares at the time of termination.