Section 10.06.385. Redemption of shares at the option of corporation; manner.

   (a) A corporation may redeem any or all shares that are redeemable at its option by
        (1) giving notice of redemption; and
        (2) payment or deposit of the redemption price of the shares as provided in its articles of incorporation or deposit of the redemption price in accordance with (d) of this section.
   (b) Subject to any provisions in its articles with respect to the notice required for redemption of shares, the corporation may give notice of the redemption of any or all shares subject to redemption by publishing a notice of redemption in a newspaper of general circulation in the judicial district in which the principal executive office of the corporation is located at least once a week for two successive weeks, beginning not earlier than 60 nor later than 20 days before the date fixed for redemption. The notice of redemption must set out the following:
        (1) the class or series of shares or part of any class or series of shares to be redeemed;
        (2) the date fixed for redemption;
        (3) the redemption price; and
        (4) the place at which the shareholders may obtain payment of the redemption price upon surrender of their share certificates or uncertificated shares.
   (c) If the corporation gives notice of redemption under (b) of this section, it shall also mail a copy of the notice of redemption to each holder of record of shares to be redeemed as of the date of mailing or record date fixed in accordance with AS 10.06.408, addressed to the holder at the address of the holder appearing on the books of the corporation or given by the holder to the corporation for the purpose of notice not earlier than 60 nor later than 20 days before the date fixed for redemption. Failure to comply with this subsection does not invalidate the redemption of the shares.
   (d) On or before the date fixed for redemption of redeemable shares, a corporation may deposit with a bank or trust company in this state as a trust fund a sum sufficient to redeem the shares called on the date fixed for redemption, with irrevocable instructions to the bank or trust company to publish a notice of redemption, or to complete the publication if begun, and to pay, on and after or before the date fixed for redemption, the redemption price of the shares to holders of the shares upon the surrender of their share certificates or uncertificated shares. From and after the date of the deposit with the bank or trust company, although before the date fixed for redemption, the shares called for redemption are redeemed and dividends on those shares cease to accrue after the date fixed for redemption. The deposit constitutes full payment of the shares to their holders and from and after the date of the deposit the shares are no longer outstanding and the holders of the shares cease to be shareholders with respect to the shares and have no rights with respect to the shares except the right to receive from the bank or trust company payment of the redemption price of the shares without interest upon surrender of the certificates for the shares or the uncertificated shares, and any right to convert the shares that may exist and continue for a period fixed by the terms of the shares.

Authorities

10.06.325

Notes

References

AS 10.06.325 Redemption of shares; creation of sinking fund; repurchase agreements.

History

(Sec. 1 ch 166 SLA 1988; am Sec. 15, 16 ch 82 SLA 1989)