NRS 92A.440
Demand for payment and deposit of certificates

  • loss of rights of stockholder
  • withdrawal from appraisal process.

1.

A stockholder who receives a dissenter’s notice pursuant to NRS 92A.430 and who wishes to exercise dissenter’s rights must:

(a)

Demand payment;

(b)

Certify whether the stockholder or the beneficial owner on whose behalf he or she is dissenting, as the case may be, acquired beneficial ownership of the shares before the date required to be set forth in the dissenter’s notice for this certification; and

(c)

Deposit the stockholder’s certificates, if any, in accordance with the terms of the notice.

2.

If a stockholder fails to make the certification required by paragraph (b) of subsection 1, the subject corporation may elect to treat the stockholder’s shares as after-acquired shares under NRS 92A.470.

3.

Once a stockholder deposits that stockholder’s certificates or, in the case of uncertified shares makes demand for payment, that stockholder loses all rights as a stockholder, unless the stockholder withdraws pursuant to subsection 4.

4.

A stockholder who has complied with subsection 1 may nevertheless decline to exercise dissenter’s rights and withdraw from the appraisal process by so notifying the subject corporation in writing by the date set forth in the dissenter’s notice pursuant to NRS 92A.430. A stockholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the subject corporation’s written consent.

5.

The stockholder who does not demand payment or deposit his or her certificates where required, each by the date set forth in the dissenter’s notice, is not entitled to payment for his or her shares under this chapter.

Source: Section 92A.440 — Demand for payment and deposit of certificates; loss of rights of stockholder; withdrawal from appraisal process., https://www.­leg.­state.­nv.­us/NRS/NRS-92A.­html#NRS92ASec440.

92A.300
Definitions. 92A.305
“Beneficial stockholder” defined. 92A.310
“Corporate action” defined. 92A.315
“Dissenter” defined. 92A.320
“Fair value” defined. 92A.325
“Stockholder” defined. 92A.330
“Stockholder of record” defined. 92A.335
“Subject corporation” defined. 92A.340
Computation of interest. 92A.350
Rights of dissenting partner of domestic limited partnership. 92A.360
Rights of dissenting member of domestic limited-liability company. 92A.370
Rights of dissenting member of domestic nonprofit corporation. 92A.380
Right of stockholder to dissent from certain corporate actions and to obtain payment for shares. 92A.390
Limitations on right of dissent: Stockholders of certain classes or series 92A.400
Limitations on right of dissent: Assertion as to portions only to shares registered to stockholder 92A.410
Notification of stockholders regarding right of dissent. 92A.420
Prerequisites to demand for payment for shares. 92A.430
Dissenter’s notice: Delivery to stockholders entitled to assert rights 92A.440
Demand for payment and deposit of certificates 92A.450
Uncertificated shares: Authority to restrict transfer after demand for payment. 92A.460
Payment for shares: General requirements. 92A.470
Withholding payment for shares acquired on or after date of dissenter’s notice: General requirements. 92A.480
Dissenter’s estimate of fair value: Notification of subject corporation 92A.490
Legal proceeding to determine fair value: Duties of subject corporation 92A.500
Assessment of costs and fees in certain legal proceedings.
Last Updated

Jun. 24, 2021

§ 92A.440’s source at nv​.us