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accepted accounting principles action or proceeding adopted amendment amount applicable appointed approval articles or by-laws assets attorneys Bar of California cash certificate Change Recommended Chapter claims class of shares class or series close corporation committee constituent corporation copy Corporation Law creditors determine disappearing corporation dissenting shares dissolution dissolved distribution dividend division domestic corporation domestic or foreign effect entitled to vote fair market value fixed foreign corporation Franchise Tax Board holders incorporation issue meeting of shareholders moving parties notice number of directors number of shares paid payment person poration principal executive office prior proper county provisions proxy Public Utilities Act purchase purpose pursuant to Section pursuant to subdivision quorum redemption referred reorganization respect Secretary service of process shares entitled Source specified statute Subcommittee superior court surviving corporation thereof thereto tion transact intrastate business transfer agent unless voting trust winding