{"data":{"id":"us-ok/okla.-stat.-tit.-6-6-1104","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 6, § 6-1104","heading":"Stockholder approval - Notice requirements - Rights of","body":"dissenters - Appraisal expense - Valuation and payment of dissenting\n\nshares.\n\nA. Stockholder approval. To be effective, a merger must be\n\napproved by the stockholders of each constituent state bank or\n\nsavings association by a majority vote of the outstanding voting\n\nstock at a meeting called to consider such action, which vote shall\n\nconstitute the adoption of the charter and bylaws of the resulting\n\nstate bank, including the amendments set forth in the merger\n\nagreement.\n\nB. Notice requirements. The notice of the meeting of\n\nstockholders shall state that dissenting stockholders will be\n\nentitled to payment of the value of only those shares which are\n\nvoted against the approval of the plan. Such notice of the meeting\n\nof the stockholders shall be given by publication in a newspaper of\n\ngeneral circulation in the place where the principal office of each\n\nmerging bank or savings association is located, at least once a week\n\nfor four (4) successive weeks, and by mail, at least fifteen (15)\n\ndays before the date of the meeting, to each stockholder of record\n\nof each merging bank or savings association at the address of the\n\nstockholder on the books of the bank or savings association of the\n\nstockholder, who has not waived such notice in writing; no notice by\n\npublication need be given if written waivers are received from the\n\nholders of a majority of the outstanding shares of each class of\n\nvoting stock.\n\nC. Rights of dissenters and value of shares. The owner of\n\nshares which were voted against the approval of the merger shall be\n\nentitled to receive their value in cash, if and when the merger\n\nbecomes effective, upon written demand, made to the resulting state\n\nbank at any time within thirty (30) days after the effective date of\n\nthe merger, accompanied by the surrender of the stock certificates.\n\nThe value of such shares shall be determined as of the date of the\n\nshareholders' meeting approving the merger, by three appraisers, one\n\nto be selected by the owners of a majority of the dissenting shares\n\ninvolved, one by the board of directors of the resulting state bank,\n\nand the third by the two so chosen. The valuation agreed upon by\n\nany two appraisers shall govern or, if no agreed value is achieved\n\nby at least two of the appraisers, the median valuation shall\n\ngovern. If the appraisal is not completed within ninety (90) days\n\nafter the merger becomes effective, the Commissioner shall cause an\n\nappraisal to be made, which shall be final and binding on all\n\nparties.\n\nD. Appraisal expense. If the valuation of the dissenting\n\nshares by the appraisal is the same or less than the amount offered\n\nthe dissenting stockholder, the expenses of appraisal shall be paid\n\nby the dissenting stockholder(s) in the proportion of their share to\n\nthe total dissenting shares. If the valuation of the dissenting\n\nshares by the appraisal is greater than the amount offered the\n\ndissenting stockholder, the expenses of appraisal shall be paid by\n\nthe resulting state bank.\n\nE. Valuation and payment of dissenting shares. The resulting\n\nstate bank may fix an amount which it considers to be not more than\n\nthe fair market value of the shares of a constituent bank or savings\n\nassociation at the time of the stockholders' meeting approving the\n\nmerger, which it will pay dissenting shareholders of that\n\nconstituent bank or savings association entitled to payment in cash.\n\nThe amount due under such accepted offer or under the appraisal\n\nshall constitute a debt of the resulting state bank.","path":["OK Code","Title 6"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os6.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"75feac9272706d12492e796a13b2a9537aff0a5d4b0503c2a853298455da8562","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-6-6-1103","next":"us-ok/okla.-stat.-tit.-6-6-1105"},"notice":"GroundRules: Original legal text. Not legal advice."}