§ 7-90-206 — Appraisal rights, prohibitions, restrictions, and requirements

(1)
To the extent that any organic statute or the common law expressly prohibits or
restricts the right of any entity to convert into any other form of entity or merge
with or be party to an exchange with any other entity, grants appraisal rights with
respect to the merger, conversion, or exchange, or imposes any requirement on the
conversion, merger, or exchange, any merger, conversion, or exchange of the entity
under this part 2 is subject to the restriction, entitles its owners to the appraisal
rights, and is subject to the requirement.

(2) If the primary constituent documents or organic statutes do not provide
an owner of a converting entity, merging entity, or entity party to an exchange with
appraisal rights or do not expressly deny an owner of a converting entity, merging
entity, or entity party to an exchange with appraisal rights, but an owner would be
entitled under the organic statutes or primary constituent documents to appraisal
rights if the entity were merged into an entity of the same form as the converting or
acquiring entity, were party to an exchange with an entity of the same form as the
converting or surviving entity, or were converted into an entity of the same form as
the acquiring or surviving entity, then the owner is entitled to appraisal rights with
respect to the conversion, merger, or exchange:

(a) On the same basis as the owner would be so entitled under the organic
statutes or primary constituent documents if the entity were being merged into an
entity of the same form as the converting or acquiring entity;

(b) If no provisions specified in subsection (2)(a) of this section exist, on the
same basis as the owner would be so entitled under the organic statutes or primary
constituent documents if the entity were party to an exchange with an entity of the
same form as the converting or acquiring entity; or

(c) If no provisions specified in subsections (2)(a) and (2)(b) of this section
exist, on the same basis as the owner would be so entitled under the organic
statutes or primary constituent documents if the entity were being converted into
an entity of the same form as the surviving or acquiring entity.

(3) Unless otherwise provided in the plan of conversion, plan of merger, or
plan of exchange, an owner of an entity that is converted into another form of entity
or merged into any other entity, or whose owner's interest is exchanged with
another entity pursuant to an owner's interest exchange who consents to the
conversion, merger, or exchange, or, in a transaction in which appraisal rights are
applicable, who does not consent to the conversion, merger, or exchange and who
does not exercise appraisal rights becomes an owner of the resulting or surviving
entity and shall be deemed to be a party to, and to be bound by, the constituent
operating document of the resulting or surviving entity.

Legislative History

Source: L. 2000: Entire part R&RE, p. 970, � 46, effective July 1. L. 2006: Entire section amended, p. 870, � 46, effective July 1. L. 2007: (3) added, p. 241, � 26, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1919, � 18, effective July 1, 2020.