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This entry was published on 2014-09-22
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SECTION 1118
Purchase of petitioner's shares; valuation
Business Corporation (BSC) CHAPTER 4, ARTICLE 11
§ 1118. Purchase of petitioner's shares; valuation.

(a) In any proceeding brought pursuant to section eleven hundred
four-a of this chapter, any other shareholder or shareholders or the
corporation may, at any time within ninety days after the filing of such
petition or at such later time as the court in its discretion may allow,
elect to purchase the shares owned by the petitioners at their fair
value and upon such terms and conditions as may be approved by the
court, including the conditions of paragraph (c) herein. An election
pursuant to this section shall be irrevocable unless the court, in its
discretion, for just and equitable considerations, determines that such
election be revocable.

(b) If one or more shareholders or the corporation elect to purchase
the shares owned by the petitioner but are unable to agree with the
petitioner upon the fair value of such shares, the court, upon the
application of such prospective purchaser or purchasers or the
petitioner, may stay the proceedings brought pursuant to section 1104-a
of this chapter and determine the fair value of the petitioner's shares
as of the day prior to the date on which such petition was filed,
exclusive of any element of value arising from such filing but giving
effect to any adjustment or surcharge found to be appropriate in the
proceeding under section 1104-a of this chapter. In determining the fair
value of the petitioner's shares, the court, in its discretion, may
award interest from the date the petition is filed to the date of
payment for the petitioner's share at an equitable rate upon judicially
determined fair value of his shares.

(c) In connection with any election to purchase pursuant to this
section:

(1) If such election is made beyond ninety days after the filing of
the petition, and the court allows such petition, the court, in its
discretion, may award the petitioner his reasonable expenses incurred in
the proceeding prior to such election, including reasonable attorneys'
fees;

(2) The court, in its discretion, may require, at any time prior to
the actual purchase of petitioner's shares, the posting of a bond or
other acceptable security in an amount sufficient to secure petitioner
for the fair value of his shares.