Exhibit 3.01
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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization dated September , 2001 by and
between Boulder Brewing Company, a Colorado corporation ("Boulder-Colorado"),
and Boulder Acquisitions, Inc., a Nevada corporation ("Boulder-Nevada")
(hereinafter, Boulder-Colorado and Boulder-Nevada being called the "Constituent
Corporations").
WHEREAS:
5. The Board of Directors of Boulder-Colorado and Boulder-Nevada have resolved
that Boulder-Colorado be merged (hereinafter called the "merger") under and
pursuant to the Nevada Statutes Revised and the Colorado Business
Corporation Act into a single corporation existing under the laws of the
State of Nevada, to wit, Boulder-Nevada, which shall be the surviving
corporation (such corporation in its capacity as such surviving corporation
being sometimes referred to herein as the "Surviving Corporation") in a
transaction qualifying as a reorganization within the meaning of Section
368(a)(1)(F) of the Internal Revenue Code of 1986, as amended;
6. The authorized capital stock of Boulder-Colorado consists of 160,000,000
shares of capital stock with a par value of $.001 per share (hereinafter
called "Boulder-Colorado Stock") 118,953,529 shares of which are issued and
outstanding;
7. The authorized capital stock of Boulder-Nevada consists of 100,000,000
shares of capital stock with a par value of $.001 per share (hereinafter
called "Boulder-Nevada Stock") 1,000 shares of which are issued and
outstanding;
8. The respective Boards of Directors of Boulder-Colorado and Boulder-Nevada
have approved the Merger upon the terms and conditions hereinafter set
forth and have approved this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements,
provisions and covenants herein contained, the parties hereto hereby agree, in
accordance with the Nevada Revised Statutes and the Colorado Business
Corporation Act, that Boulder-Colorado shall be, at the Effective Date (as
hereinafter defined), merged into a single corporation existing under the laws
of the State of Nevada, to wit, Boulder-Nevada, which shall be the Surviving
Corporation, and the parties hereto adopt and agree to the following agreements,
terms and conditions relating to the Merger and the mode of carrying the same
into effect.
1. SHAREHOLDERS' CONSENTS; FILINGS; EFFECTS OF MERGER
1) Action by Shareholders of Boulder-Colorado. Boulder-Colorado shall
obtain the consent of its shareholders, in accordance with the
Colorado Business Corporation Act, at the earliest practicable date,
which written consent shall, among other matters, adopt and ratify
this Agreement.
2) Action by Boulder-Colorado as Sole Shareholder of Boulder-Nevada. At
the earliest practicable date, Boulder-Colorado, as the sole
shareholder of Boulder-Nevada, shall adopt this Agreement in
accordance with the Nevada Revised Statutes.
3) Filing of Articles of Merger, Effective Date. If (a) this Agreement is
adopted by the shareholders of Boulder- Colorado, in accordance with
the Colorado Business Corporation Act, (b) this Agreement has been
adopted by Boulder-Colorado as the sole shareholder of Boulder-Nevada,
in accordance with the Nevada Revised Statutes, and (c) this Agreement
is not thereafter, and has not theretofore been terminated or
abandoned as permitted by the provisions hereof, then an Articles of
Merger shall be filed and recorded in accordance with the Nevada
Revised Statutes and an Articles of Merger shall be filed and recorded
in accordance with the Colorado Business Corporation Act. Such filings
shall be made on the same day. The Merger shall become effective at
9:00 A.M. on the calendar day following the day of such filing in
Nevada, which date and time is herein referred to as the "Effective
Date."
4) Certain Effects of Merger. On the Effective Date, the separate
existence of Boulder-Colorado shall cease, and Boulder-Colorado shall
be merged into Boulder-Nevada which, as the Surviving Corporation,
shall possess all the rights, privileges, powers and franchises, of a
public as well as of a private nature, and be subject to all the
restrictions, disabilities and duties of each of the Constituent
Corporations; and all and singular, the rights, privileges, powers and
franchises of the Constituent Corporations, and all property, real,
personal and mixed, and all debts due to the Constituent Corporations
on whatever account, as well as for stock subscriptions and all other
things in action or belonging to such Constituent Corporations, shall
be vested in the Surviving Corporation; and all property, rights,
privileges, powers and franchises, and all and every other interest
shall be thereafter as effectually the property of the Surviving
Corporation as they were of the Constituent Corporations, and the
title to any real estate vested by deed or otherwise, under the laws
of Colorado, Nevada or any other jurisdiction, in any of the
Constituent Corporations, shall not revert or be in any way impaired;
but all rights of creditors and all liens upon any property of any of
the Constituent Corporations shall be preserved unimpaired, and all
debts, liabilities and duties of the Constituent Corporations shall
thenceforth attach to the Surviving Corporation and may be enforced
against it to the same extent as if said debts, liabilities and duties
had been incurred or contracted by it. At any time, or from time to
time, after the Effective Date, the last acting officers of
Boulder-Colorado, or the corresponding officers of the Surviving
Corporation may, in the name of Boulder-Colorado, execute and deliver
all such proper deeds, assignments and other instruments and take or
cause to be taken all such further or other action as the Surviving
Corporation may deem necessary or desirable in order to vest, perfect
or confirm in the Surviving Corporation title to and possession of all
of the Constituent Corporations property, rights, privileges, powers,
franchises, immunities and interests and otherwise to carry out the
purposes of this Agreement.
II. NAME OF SURVIVING CORPORATION; ARTICLES OF INCORPORATION; BYLAWS;
2.1 Name of Surviving Corporation. The name of the Surviving Corporation
from and after the Effective Date shall be Boulder Acquisitions, Inc.
2.2 Articles of Incorporation. The Articles of Incorporation of
Boulder-Nevada as in effect on the date hereof, shall, from and after
the Effective Date, be and continue to be the Articles of
Incorporation of the Surviving Corporation, until changed or amended
as provided by law.
2.3 Bylaws. The Bylaws of Boulder-Nevada, as in effect immediately before
the Effective Date shall, from and after the Effective Date, be and
continue to be the Bylaws of the Surviving Corporation, until amended
as provided therein.
III STATUS AND CONVERSION OF SECURITIES
3.1 Boulder-Colorado Stock. Each share of Boulder-Colorado Stock which
shall be issued and outstanding immediately before the Effective Date
shall, by virtue of the Merger and without any action on the part of
the holder thereof, be converted at the Effective Date into one (1)
fully paid share of Boulder-Nevada Stock.
3.2 Boulder-Nevada Stock held by Boulder-Colorado. All issued and
outstanding shares of Boulder-Nevada Stock held by Boulder-Colorado
immediately before the Effective Date shall, by virtue of the Merger
and at the Effective Date, cease to exist and the certificate(s)
representing such shares shall be canceled.
3.3 Surrender of Certificates. After the Effective Date, certificates
evidencing outstanding shares of Boulder- Colorado Stock shall
evidence the right of the holder thereof to receive a certificate(s)
for shares of Boulder- Nevada Stock as aforesaid. Holders of
certificates representing shares of Boulder-Colorado Stock, upon
surrender of such certificates to the transfer agent of the
Boulder-Nevada Stock to effect the exchange of certificates, shall be
entitled to receive, upon such surrender, a certificate or
certificates representing a like number of shares of Boulder-Nevada
Stock. Until so surrendered, outstanding certificates for shares of
Boulder-Colorado Stock shall be deemed for all corporate purposes,
including voting rights, subject to the further provisions of this
Article 3, to evidence the ownership of the shares of Boulder-Nevada
Stock into which such shares of Boulder-Colorado Stock have been so
converted. No dividends or distributions will be paid to the person
entitled to receive certificates for shares of Boulder-Nevada Stock
pursuant hereto until such person shall have surrendered his
Boulder-Colorado Stock certificates; but there shall be paid to the
record holder of such certificate, with respect to the number of
shares of Boulder-Nevada Stock issued in exchange therefor (i) upon
such surrender, the amount of any dividends or distributions with a
record date after the Effective Date and before surrender which shall
have become payable thereon since the Effective Date, without
interest; and (ii) after such surrender, the amount of any dividends
thereon with a record date after the Effective Date and before
surrender and the payment date of which shall be after surrender, such
amount to be paid on such payment date. If any certificate for shares
of Boulder-Nevada Stock is to be issued in a name other than that in
which the certificate surrendered in exchange therefor is registered,
it shall be a condition of the issuance thereof that the certificate
so surrendered shall be properly endorsed and otherwise be in proper
form for transfer and that the person requesting such exchange pay to
the transfer agent any transfer or other taxes required by reason of
the issuance of a certificate for shares of Boulder- Nevada Stock in
any name other than that of the registered holder of the certificate
surrendered, or establish to the satisfaction of the transfer agent
that such tax has been paid or is not payable. At the Effective Date
of the Merger, all shares of Boulder-Colorado Stock which shall then
be held in its treasury, if any, shall cease to exist, and all
certificates representing such shares shall be canceled.
IV. MISCELLANEOUS
4.1 This Agreement may be terminated and the proposed Merger abandoned at
any time before the Effective Date of the Merger, and whether before
or after approval of this Agreement of Merger and Plan of Merger and
Reorganization by the mutual agreement of the Board of Directors of
the Constituent Corporations abandoning this Agreement of Merger and
Plan of Merger and Reorganization.
4.2 On and after the Effective Date of the Merger, the officers and
directors of Boulder-Nevada shall remain in such positions until their
earlier resignation or removal.
4.3 For the convenience of the parties hereto and to facilitate the filing
of this Agreement of Merger and Plan of Merger and Reorganization, any
number of counterparts hereof may be executed; and each such
counterpart shall be deemed to be an original instrument.
IN WITNESS WHEREOF, this Agreement has been executed by Boulder Brewing Company,
a Colorado corporation, and Boulder Acquisitions, Inc., a Nevada corporation,
all on the date first above written.
Boulder Acquisitions, Inc.
(a Nevada corporation)
/S/ Xxxxx X. Little
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Xxxxx X. Little, President
Boulder Brewing Company
(a Colorado corporation)
/S/ Xxxxx X. Little
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Xxxxx X. Little, President
Dissenter's rights
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Part I - Right of Dissent - Payment for Shares
0-000-000 - Definitions.-For purposes of this article:
(1) " Beneficial shareholder" means the beneficial owner of shares held in
a voting trust or by a nominee as the record shareholder.
(2) "Corporation" means the issuer of the shares held by a dissenter
before the corporation action, or the surviving or acquiring domestic
or foreign corporation, by merger or share exchange of that issuer.
(3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under section 7/113-102 and who exercises that right
at the time and in the manner required by part 2 of this article.
(4) "Fair value", with respect to a dissenter's shares, means the value of
the shares immediately before the effective date of the corporate
action to which the dissenter objects, excluding any appreciation or
depreciation in anticipation of the corporate action except to the
extent that exclusion would be inequitable.
(5) "Interest" means interest from the effective date of the corporate
action until the date of payment, at the average rate currently paid
by the corporation on its principal bank loans or, if none, at the
legal rate as specified in section 5-12-101, C. R. S.
(6) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of
shares that are registered in the name of a nominee to the extent such
owner is recognized by the corporation as the shareholder as provided
in section 0-000-000.
(7) "Shareholder" means either a record shareholder or a beneficial
shareholder.
0-000-000 - Right To Dissent
(1) A shareholder, whether or not entitled to vote, is entitled to dissent
and obtain payment of the fair value of the shareholder's shares in
the event of any of the following corporate actions:
(a) Consummation of a plan of merger to which the corporation is a
party if:
Approval by the shareholders of that corporation is required for
the merger by section 0-000-000 or 7-111- 104 or by the articles
of incorporation; or
The corporation is a subsidiary that is merged with its parent
corporation under section 0-000-000;
(b) Consummation of a plan of share exchange to which the corporation
is a party as the corporation whose shares will be acquired;
(c) Consummation of a sale, lease, exchange, or other disposition of
all, or substantially all, of the property of the corporation for
which a shareholder vote is required under section 0-000-000 (1);
and
(d) consummation of a sale, lease, exchange or other disposition of
all, or substantially all, of the property of an entity
controlled by the corporation if the shareholders of the
corporation were entitled to vote upon the consent of the
corporation to the disposition pursuant to section 7-112-102(2).
(1.3)A shareholder is not entitled to dissent and obtain payment, under
subsection (1) of this section, of the fair value of the shares of any
class or series of shares which either were listed on a national
securities exchange registered under the federal "Securities Exchange
Act of 1934", as amended, or on the national market system of the
National Association of Securities Dealers Automated Quotation System,
or were held of record by more than two thousand shareholders, at the
time of:
The record date fixed under section 0-000-000 to determine the
shareholders entitled to receive notice of the shareholders' meeting
at which the corporate action is submitted to a vote;
The record date fixed under section 0-000-000 to determine
shareholders entitled to sign writings consenting to the corporate
action; or
The effective date of the corporate action if the corporate action is
authorized other than by a vote of shareholders.
(1.8)The limitation set forth in subsection (1.3) of this section shall not
apply if the shareholder will receive for the shareholder's shares,
pursuant to the corporate action, anything except:
Shares of the corporation surviving the consummation of the plan of
merger or share exchange;
Shares of any other corporation which at the effective date of the
plan of merger or share exchange either will be listed on a national
securities exchange registered under the federal "Securities Act of
1934", as amended, or on the national market system of the National
Association of Securities Dealers Automated Quotation System, or will
be held of record by more than two thousand shareholders;
Cash in lieu of fractional shares; or
Any combination of the foregoing described shares or cash in lieu of
fractional shares.
(2.5)A shareholder, whether or not entitled to vote, is entitled to dissent
and obtain payment of the fair value of the shareholder's shares in
the event of a reverse split that reduces the number of shares owned
by the shareholder to a fraction of a share or to scrip if the
fractional share or scrip so created is to be acquired for cash or the
scrip is to be voided under section 0-000-000.
(3) A shareholder is entitled to dissent and obtain payment of the fair
value of the shareholder's shares in the event of any corporate action
to the extent provided by the bylaws or a resolution of the board of
directors.
(4) A shareholder entitled to dissent and obtain payment for the
shareholder's shares under this article may not challenge the
corporate action creating such entitlement unless the action is
unlawful or fraudulent with respect tot he shareholder or the
corporation.
0-000-000 - Dissent by Nominees and Beneficial Owners
(1) A record shareholder may assert dissenters' rights as to fewer than
all the shares registered in the record shareholder's name only if the
record shareholder dissents with respect to all shares beneficially
owned by any one person and causes the corporation to receive written
notice which states such dissent and the name, address, and federal
taxpayer identification number, if any, of each person on whose behalf
the record shareholder asserts dissenters' rights. The rights of a
record shareholder under this subsection (1) are determined as if the
shares as to which the record shareholder dissents and the other
shares of the record shareholder were registered in the names of
different shareholders.
(2) A beneficial shareholder may assert dissenters' rights as to the
shares held on the beneficial shareholder's behalf only if;
The beneficial shareholder causes the corporation to receive the
record shareholder's written consent to the dissent not later than the
time the beneficial shareholder asserts dissenters' rights; and
The beneficial shareholder dissents with respect to all shares
beneficially owned by the beneficial shareholder.
(3) The corporation may require that, when a record shareholder dissents
with respect to the shares held by any one or more beneficial
shareholders, each such beneficial shareholder must certify to the
corporation that the beneficial shareholder and the record shareholder
or record shareholders of all the shares owned beneficially by the
beneficial shareholder have asserted, or will timely assert,
dissenters' rights as to all such shares as to which there is no
limitation on the ability to exercise dissenters' rights. Any such
requirement shall be stated in the dissenters' notice given pursuant
to section 0-000-000.
Part II - Procedure for Exercise of Dissenters' Rights
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0-000-000 - Notice of Dissenters' Rights
(1) If a proposed corporate action creating dissenters' rights under
section 0-000-000 is submitted to a vote at a shareholders' meeting,
the notice of the meeting shall be given to all shareholders, whether
or not entitled to vote. The notice shall state that shareholders are
or may be entitled to assert dissenters' rights under this article and
shall be accompanied by a copy of this article and the materials, if
any, that, under articles 101 to 117 of this title, are required to be
given to shareholders entitled to vote on the proposed action at the
meeting. Failure to give notice as provided by this subsection (1)
shall not affect any action taken at the shareholders' meeting for
which the notice was to have been given, but any shareholder who was
entitled to dissent but who was not given such notice shall not be
precluded from demanding payment for the shareholders' shares under
this article by reason of the shareholder's failure to comply with the
provisions of section 7-113-202(1).
(2) If a proposed corporate action creating dissenters' rights under
section 0-000-000 is authorized without a meeting of shareholders
pursuant to section 0-000-000, any written or oral solicitation of a
shareholder to execute a writing consenting to such action
contemplated in section 0-000-000 shall be accompanied or preceded by
a written notice stating that shareholders are or may be entitled to
assert dissenters' rights under this article, by a copy of this
article, and by the materials, if any, that, under articles 101 to 117
of this title, would have been required to be given to shareholders
entitled to vote on the proposed action if the proposed action were
submitted to a vote at a shareholders' meeting. Failure to give notice
as provided by this subsection (2) shall not affect any action taken
pursuant to section 0-000-000 for which the notice was to have been
given, but any shareholder who was entitled to dissent but who was not
given such notice shall not be precluded from demanding payment for
the shareholders' shares under this article by reason of the
shareholder's failure to comply with the provisions of section
7-113-202(2).
0-000-000 - Notice of Intent to Demand Payment
(1) If a proposed corporate action creating dissenters' rights under
section 0-000-000 is submitted to a vote at a shareholders' meeting
and if notice of dissenters' rights has been given to such shareholder
in connection with the action pursuant to section 7-113-201(1), a
shareholder who wishes to assert dissenters' rights shall:
Cause the corporation to receive, before the vote is taken, written
notice of the shareholder's intention to demand payment for the
shareholder's shares if the proposed corporate action is effectuated;
and
Not vote the share in favor of the proposed corporate action.
(2) If a proposed corporate action creating dissenters' rights under
section 0-000-000 is authorized without a meeting of shareholders
pursuant to section 0-000-000 and if notice of dissenters' rights has
been given to such shareholder in connection with the action pursuant
to section 7-113-201(2) a shareholder who wishes to assert dissenters'
rights shall not execute a writing consenting to the proposed
corporate action.
(3) A shareholder who does not satisfy the requirements of subsection (1)
or (2) of this section is not entitled to demand payment for the
shareholder's shares under this article.
0-000-000 - Dissenters' Notice
(1) If a proposed corporate action creating dissenters' rights under
section 0-000-000 is authorized, the corporation shall give a written
dissenters' notice to all shareholders who are entitled to demand
payment for their shares under this article.
(2) The dissenters' notice required by subsection (1) of this section
shall be given no later than ten days after the effective date of the
corporate action creating dissenters' rights under section 0-000-000
and shall: State that the corporate action was authorized and state
the effective date or proposed effective date of the corporate action;
State an address at which the corporation will receive payment demands
and the address of a place where certificates for certificated shares
must be deposited;
Inform holders of uncertificated shares to what extent transfer of the
shares will be restricted after the payment demand is received;
Supply a form for demanding payment, which form shall request a
dissenter to state an address to which payment is to be made;
Set the date by which the corporation must receive the payment demand
and certificates for certificated shares, which date shall not be less
than thirty days after the date the notice required by subsection (1)
of this section is given;
State the requirement contemplated in section 7-113-103(3), if such
requirement is imposed; and
Be accompanied by a copy of this article.
0-000-000 - Procedure to Demand Payment
(1) A shareholder who is given a dissenters' notice pursuant to section
0-000-000 and who wishes to assert dissenters' rights shall, in
accordance with the terms of the dissenters' notice:
Cause the corporation to receive a payment demand, which may be the
payment demand form contemplated in section 0-000-000 (2)(d), duly
completed, or may be stated in another writing and;
Deposit the shareholder's certificates for certificated shares.
(2) A shareholder who demands payment in accordance with subsection (1) of
this section retains all rights of a shareholder, except the right to
transfer the shares, until the effective date of the proposed
corporate action giving rise to the shareholder's exercise of
dissenters' rights and has only the right to receive payment for the
shares after the effective date of such corporate action.
(3) Except as provided in section 0-000-000 or 7-113-209(1)(b), the demand
for payment and deposit of certificates are irrevocable.
(4) A shareholder who does not demand payment and deposit the
shareholder's share certificates as required by the date or dates set
in the dissenters' notice is not entitled to payment for the shares
under this article.
0-000-000 - Uncertificated Shares
(1) Upon receipt of a demand for payment under section 0-000-000 from a
shareholder holding uncertificated shares, and in lieu of the deposit
of certificates representing the shares, the corporation may restrict
the transfer thereof.
(2) In all other respects, the provisions of section 0-000-000 shall be
applicable to shareholders who own uncertificated shares.
0-000-000 - Payment
(1) Except as provided in section 0-000-000, upon the effective date of
the corporate action creating dissenters' rights under section
7-113-1-2 or upon receipt of a payment demand pursuant to section
0-000-000, whichever is later, the corporation shall pay each
dissenter who complied with section 0-000-000, at the address stated
in the payment demand, or if no such address is stated in the payment
demand, at the address shown on the corporation's current record of
shareholders for the record shareholder holding the dissenter's
shares, the amount the corporation estimates to be the fair value of
the dissenter's shares, plus accrued interest.
(2) The payment made pursuant to subsection (1) of this section shall be
accompanied by:
The corporation's balance sheet as of the end of its most recent
fiscal year or, if that is not available, the corporation's balance
sheet as of the end of a fiscal year ending not more than sixteen
months before the date of payment, an income statement for that year,
and, if the corporation customarily provides such statements to
shareholders, a statement of changes in shareholders' equity for that
year and a statement of cash flow for that year, which balance sheet
and statements shall have been audited if the corporation customarily
provides audited financial statements to shareholders, as well as the
latest available financial statements, if any, for the interim or
full-year period, which financial statements need not be audited;
A statement of the corporation's estimate of the fair value of the
shares;
An explanation of how the interest was calculated;
A statement of the dissenter's right to demand payment under section
0-000-000; and
A copy of this article.
0-000-000 - Failure to take Action
(1) If the effective date of the corporate action creating dissenters'
rights under section 0-000-000 does not occur within sixty days after
the date set by the corporation by which the corporation must receive
the payment demand as provided in section 0-000-000, the corporation
shall return the deposited certificates and release the transfer
restrictions imposed on uncertificated shares.
(2) If the effective date of the corporate action creating dissenters'
rights under section 0-000-000 occurs more than sixty days after the
date set by the corporation by which the corporation must receive the
payment demand as provided in section 0-000-000, then the corporation
shall send a new dissenters' notice, as provided in section 0-000-000,
and the provisions of section 0-000-000 to 0-000-000 shall again be
applicable.
0-000-000 - Special Provisions relating to Shares Acquired After Announcement of
Proposed Corporate Action
(1) The corporation may, in or with the dissenters' notice given pursuant
to section 0-000-000, state the date of the first announcement to news
media or to shareholders of the terms of the proposed corporate action
creating dissenters' rights under section 0-000-000 and state that the
dissenter shall certify in writing, in or with the dissenter's payment
demand under section 0-000-000, whether or not the dissenter (or the
person on whose behalf dissenters' rights are asserted) acquired
beneficial ownership of the shares before that date. With respect to
any dissenter who does not so certify in writing, in or with the
payment demand, that the dissenter or the person on whose behalf the
dissenter asserts dissenters' rights acquired beneficial ownership of
the shares before such date, the corporation may, in lieu of making
the payment provided in section 0- 000-000, offer to make such payment
if the dissenter agrees to accept it in full satisfaction of the
demand.
(2) An offer to make payment under subsection (1) of this section shall
include or be accompanied by the information required by section
7-113-206(2).
0-000-000 - Procedure if Dissenter is Dissatisfied with Payment or Offer
(1) A dissenter may give notice to the corporation in writing of the
dissenter's estimate of the fair value of the dissenter's shares and
of the amount of interest due and may demand payment of such estimate,
less any payment made under section 0-000-000, or reject the
corporation's offer under section 0-000-000 and demand payment of the
fair value of the shares and interest due, if:
The dissenter believes that the amount paid under section 0-000-000 or
offered under section 0-000-000 is less than the fair value of the
shares or that the interest due was incorrectly calculated;
The corporation fails to make payment under section 0-000-000 within
sixty days after the date set by the corporation by which the
corporation must receive the payment demand; or
The corporation does not return the deposited certificates or release
the transfer restrictions imposed on uncertificated shares as required
by section 7-113-207(1).
(2) A dissenter waives the right to demand payment under this section
unless the dissenter causes the corporation to receive the notice
required by subsection (1) of this section within thirty days after
the corporation made or offered payment for the dissenter's shares.
