Texas Business Organizations Code
Sec. § 10.358
Response by Organization to Notice of Dissent and Demand for Fair Value by Dissenting Owner


(a)

Not later than the 20th day after the date a responsible organization receives a demand for payment made by a dissenting owner in accordance with Section 10.356(b)(3), the responsible organization shall respond to the dissenting owner in writing by:

(1)

accepting the amount claimed in the demand as the fair value of the ownership interests specified in the notice; or

(2)

rejecting the demand and including in the response the requirements prescribed by Subsection (c).

(b)

If the responsible organization accepts the amount claimed in the demand, the responsible organization shall pay the amount not later than the 90th day after the date the action that is the subject of the demand was effected if the owner delivers to the responsible organization:

(1)

endorsed certificates representing the ownership interests if the ownership interests are certificated; or

(2)

signed assignments of the ownership interests if the ownership interests are uncertificated.

(c)

If the responsible organization rejects the amount claimed in the demand, the responsible organization shall provide to the owner:

(1)

an estimate by the responsible organization of the fair value of the ownership interests; and

(2)

an offer to pay the amount of the estimate provided under Subdivision (1).

(d)

If the dissenting owner decides to accept the offer made by the responsible organization under Subsection (c)(2), the owner must provide to the responsible organization notice of the acceptance of the offer not later than the 90th day after the date the action that is the subject of the demand took effect.

(e)

If, not later than the 90th day after the date the action that is the subject of the demand took effect, a dissenting owner accepts an offer made by a responsible organization under Subsection (c)(2) or a dissenting owner and a responsible organization reach an agreement on the fair value of the ownership interests, the responsible organization shall pay the agreed amount not later than the 120th day after the date the action that is the subject of the demand took effect, if the dissenting owner delivers to the responsible organization:

(1)

endorsed certificates representing the ownership interests if the ownership interests are certificated; or

(2)

signed assignments of the ownership interests if the ownership interests are uncertificated.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 17, eff. September 1, 2011.
Source
Last accessed
Dec. 7, 2019