Texas Business Organizations Code
Sec. § 10.367
Rights of Owners Following Termination of Right of Dissent


(a)

The rights of a dissenting owner terminate if:

(1)

the owner withdraws the demand under Section 10.356 (Procedure for Dissent by Owners As to Actions; Perfection of Right of Dissent and Appraisal);

(2)

the owner’s right of dissent is terminated under Section 10.356 (Procedure for Dissent by Owners As to Actions; Perfection of Right of Dissent and Appraisal);

(3)

a petition is not filed within the period required by Section 10.361 (Proceeding to Determine Fair Value of Ownership Interest and Owners Entitled to Payment; Appointment of Appraisers); or

(4)

after a hearing held under Section 10.361 (Proceeding to Determine Fair Value of Ownership Interest and Owners Entitled to Payment; Appointment of Appraisers), the court adjudges that the owner is not entitled to elect to dissent from an action under this subchapter.

(b)

On termination of the right of dissent under this section:

(1)

the dissenting owner and all persons claiming a right under the owner are conclusively presumed to have approved and ratified the action to which the owner dissented and are bound by that action;

(2)

the owner’s right to be paid the fair value of the owner’s ownership interests ceases;

(3)

the owner’s status as an owner of those ownership interests is restored, as if the owner’s demand for payment of the fair value of the ownership interests had not been made under Section 10.356 (Procedure for Dissent by Owners As to Actions; Perfection of Right of Dissent and Appraisal), if the owner’s ownership interests were not canceled, converted, or exchanged as a result of the action or a subsequent action;

(4)

the dissenting owner is entitled to receive the same cash, property, rights, and other consideration received by owners of the same class and series of ownership interests held by the owner, as if the owner’s demand for payment of the fair value of the ownership interests had not been made under Section 10.356 (Procedure for Dissent by Owners As to Actions; Perfection of Right of Dissent and Appraisal), if the owner’s ownership interests were canceled, converted, or exchanged as a result of the action or a subsequent action;

(5)

any action of the domestic entity taken after the date of the demand for payment by the owner under Section 10.356 (Procedure for Dissent by Owners As to Actions; Perfection of Right of Dissent and Appraisal) will not be considered ineffective or invalid because of the restoration of the owner’s ownership interests or the other rights or entitlements of the owner under this subsection; and

(6)

the dissenting owner is entitled to receive dividends or other distributions made after the date of the owner’s payment demand under Section 10.356 (Procedure for Dissent by Owners As to Actions; Perfection of Right of Dissent and Appraisal), to owners of the same class and series of ownership interests held by the owner as if the demand had not been made, subject to any change in or adjustment to the ownership interests because of an action taken by the domestic entity after the date of the demand.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 58, eff. September 1, 2007.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 21, eff. September 1, 2009.
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Last accessed
Sep. 22, 2020