(1) A shareholder is entitled to appraisal rights
and to obtain payment of the fair value of that shareholder's shares in the event of
any of the following corporate actions:
(a) Consummation of a merger to which the corporation is a party if:
(I) Shareholder approval is required for the merger by section 7-111-103 and
the shareholder is entitled to vote on the merger; except that appraisal rights are
not available to a shareholder of the corporation with respect to shares of any class
or series that remain outstanding after consummation of the merger; or
(II) The corporation is a subsidiary that is merged with its parent corporation
under section 7-111-104;
(b) Consummation of a share exchange to which the corporation is a party as
the corporation whose shares will be acquired if the shareholder is entitled to vote
on the exchange; except that appraisal rights are not available to any shareholder
of the corporation with respect to any class or series of shares of the corporation
that is not exchanged;
(c) Consummation of a disposition of assets pursuant to section 7-112-102 (1)
if the shareholder is entitled to vote on the disposition;
(d) Consummation of a disposition of assets of an entity controlled by the
corporation pursuant to section 7-112-102 (2) if the shareholders of the corporation
were entitled to vote on the consent of the corporation to the disposition;
(e) An amendment to the articles of incorporation with respect to a class or
series of shares that reduces the number of shares of a class or series owned by the
shareholder to a fraction of a share if the corporation has the obligation or right to
repurchase the fractional share so created;
(f) Any other amendment to the articles of incorporation, merger, share
exchange, or disposition of assets to the extent provided by the articles of
incorporation, bylaws, or resolution of the board of directors;
(g) Consummation of a conversion of the corporation to nonprofit status
pursuant to section 7-90-201;
(h) Consummation of a conversion of the corporation to an unincorporated
entity pursuant to section 7-90-206 (2) if the shareholder is entitled to vote on the
conversion; or
(i) Consummation of a division, as defined in section 10-3-1701 (4), to which
the corporation is a party if the corporation does not survive the division, subject to
the limitations set forth in section 10-3-1713.
(2) Notwithstanding subsection (1) of this section, the availability of appraisal
rights under subsections (1)(a), (1)(b), (1)(c), (1)(d), (1)(e), (1)(h), and (1)(i) of this section
are limited in accordance with the following provisions:
(a) Appraisal rights are not available for the holders of shares of any class or
series of shares that is:
(I) A covered security under section 18 (b)(1)(A) or 18 (b)(1)(B) of the federal
Securities Act of 1933, 15 U.S.C. 77r (b)(1)(A) and 77r (b)(1)(B); or
(II) Not a covered security but is traded in an organized market and has a
market value of at least twenty million dollars, exclusive of the value of the shares
held by the corporation's subsidiaries, senior executives, directors, and persons
known to the corporation owning more than ten percent of the shares; or
(III) Issued by an open-end management investment company registered
with the federal securities and exchange commission under the federal Investment
Company Act of 1940, 15 U.S.C. sec. 80a-1 et seq., and that may be redeemed at
the option of the holder at net asset value.
(b) The applicability of subsection (2)(a) of this section is determined as of:
(I) The record date fixed to determine the shareholders entitled to receive
notice of, and to vote at, the meeting of shareholders to act upon the corporate
action requiring appraisal rights; or
(II) The day before the effective date of the corporate action if there is no
meeting of shareholders.
(c) Subsection (2)(a) of this section does not apply and appraisal rights are
available pursuant to subsection (1) of this section for the holders of any class or
series of shares that is required by the terms of the corporate action requiring
appraisal rights to accept for the shares anything other than:
(I) Cash; or
(II) Shares of any class or any series of shares of any corporation, or any
other proprietary interest of any other entity, that satisfy the standards set forth in
subsection (2)(a) of this section at the time the corporate action becomes effective.
(d) Subsection (2)(a) of this section does not apply and appraisal rights are
available pursuant to subsection (1) of this section for the holders of any class or
series of shares where the corporate action is an interested transaction.
(3) Notwithstanding any other provision of this section, the articles of
incorporation as originally filed or as amended may limit or eliminate appraisal
rights for any class or series of preferred shares; except that an amendment to the
articles of incorporation does not apply to any corporate action that becomes
effective within one year after the effective date of the amendment if:
(a) That action would otherwise afford appraisal rights; and
(b) The amendment limits or eliminates appraisal rights for shares that:
(I) Are outstanding immediately before the effective date of the amendment;
or
(II) The corporation is or may be required to issue or sell after the effective
date of the amendment pursuant to any conversion, exchange, or other right
existing immediately before the effective date of the amendment.