KRS 271B.13-300: Court action.

(1) If a demand for payment under KRS 271B.13 -280 remains unsettled, the

corporation shall commence a proceeding within sixty (60) days after receiving the

payment demand and petition the court to determine the fair value of the shares and

accrued interest. If the corporation does not commence the proceeding within the

sixty (60) day period, it shall pay each dissenter whose demand remains unsettled

the amount demanded.

(2) The corporation shall commence the proceeding in the Circuit Court of the county

where a corporation's principal office (or, if none in this state, its registered office)

is located. If the corporation is a foreign corporation without a registered office in

this state, it shall commence the proceeding in the county in this state where the

registered office of the domestic corporation merged with or whose shares were

acquired by the foreign corporation was located.

(3) The corporation shall make all dissenters (whether or not residents of this state)

whose demands remain unsettled parties to th e proceeding as in an action against

their shares and all parties shall be served with a copy of the petition. Nonresidents

may be served by registered or certified mail or by publication as provided by law.

(4) The jurisdiction of the court in which the p roceeding is commenced under

subsection (2) of this section shall be plenary and exclusive. The court may appoint

one (1) or more persons as appraisers to receive evidence and recommend decision

on the question of fair value. The appraisers have the powers described in the order

appointing them, or in any amendment to it. The dissenters shall be entitled to the

same discovery rights as parties in other civil proceedings.

(5) Each dissenter made a party to the proceeding shall be entitled to judgment:

(a) For the amount, if any, by which the court finds the fair value of his shares,

plus interest, exceeds the amount paid by the corporation; or

(b) For the fair value, plus accrued interest, of his after -acquired shares for which

the corporation elected to withhold payment under KRS 271B.13-270.