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§ 9. Member objecting to consolidation--Rights. Any member of or owner of a unit of interest in any merging or consolidating corporation, objecting to any action of such merging or consolidating corporation in leasing, exchanging, assigning, or selling all or any part of its corporate assets, or objecting to the merger or consolidation with another corporation (the corporation acquiring such assets by lease, exchange, assignment, sale, merger or consolidation being hereinafter referred to as the “acquiring corporation”) shall be obligated to sell and transfer to the acquiring corporation and the acquiring corporation shall become and be obligated to purchase such memberships or other evidences of ownership of interest, together with all rights and interest thereby represented, including all cash or securities or other benefits accruing to such share or shares from or by reason of the sale, lease, assignment, merger or consolidation, at a price equal to the fair value of such units of interest or certificates of interest with interest on such fair value at the rate of five per cent per annum from the date such sale, lease, assignment, merger or consolidation shall be consummated. If such fair value and interest is not paid to such objecting member or owner of interest by such acquiring corporation within thirty days after the mailing of notice thereof to the member or owner of interest at his last known address, as shown by the records of the corporation of such sale, lease, assignment, merger or consolidation, then such objecting member or owner of interest may, within sixty days thereafter file a petition in the Circuit Court of the county in which the principal office of the acquiring corporation is located, asking for a finding and determination of the fair value of such memberships or units of interest. Upon the filing of such petition the practice and procedure thereon shall be the same so far as practicable as that under the Eminent Domain Laws of this State, but the court shall have full power and authority to do all things and enter all such orders as it may deem equitable and just for the purpose of preserving and protecting the rights of the parties to the proceeding during the pendency thereof. Such fair values shall be ascertained and valued as of the date of the consummation of such sale, lease, assignment, merger or consolidation, and without regard to any depreciation or appreciation because of or on account of such sale, lease, assignment, merger or consolidation.
The court shall enter judgment against such acquiring corporation for the amount of such fair value and interest thereon, which judgment may be collected as other judgments for the payment of money. Upon the payment of such judgment, such member or owner of interest shall cease to have any interest in such membership or other evidence of ownership in the property of the corporation. Such membership may be held and disposed of by the corporation as it shall see fit.
Unless such objecting member or owner of interest shall file such petition within the time herein limited, such member or owner of interest and those claiming under him shall be conclusively presumed to have authorized, approved and ratified such sale, lease, assignment, merger or consolidation. If at the expiration of 30 days from the time of the consummation of such sale, lease, assignment, merger or consolidation, the person in whose name such membership or unit of interest shall stand, shall not be living or shall be under legal disability, his or her executor, administrator, or guardian, as the case may be, shall be entitled to file such petition within 90 days after the mailing of notice thereof to the members of each corporation at their last known address as shown by the records of the corporations, of the consummation of such sale, lease, assignment, merger or consolidation.
Cite this article: FindLaw.com - Illinois Statutes Chapter 805. Business Organizations § 120/9. Member objecting to consolidation--Rights - last updated January 01, 2019 | https://codes.findlaw.com/il/chapter-805-business-organizations/il-st-sect-805-120-9/
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