(805 ILCS 120/9) (from Ch. 32, par. 188i)
Sec. 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.
(Source: P.A. 83-706.)
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