N.Y. Business Corporation Law § 1118: Purchase of petitioner's shares; valuation

§ 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.