§ 29-2109 — Appraisal rights

A. Unless the entity's governing statute provides otherwise, an interest holder of a domestic merging, acquired, converting, domesticating or dividing entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's governing statute in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless both:

1. The governing statute permits the organizational documents to limit the availability of appraisal rights.

2. The organizational documents provide such a limit.

B. An interest holder of a domestic merging, acquired, converting, domesticating or dividing entity is entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided by any of the following:

1. The entity's organizational documents.

2. The entity's plan.

3. Action of the entity's governors.

C. If an interest holder is entitled to contractual appraisal rights under subsection B of this section and the entity's governing statute does not provide procedures for the conduct of an appraisal rights proceeding, title 10, chapter 13 applies to the extent practicable or as otherwise provided in the entity's organizational documents or the plan.