§ 910 — Right of shareholder to receive payment for shares upon merger or consolidation, or sale, lease, exchange or other disposition of assets,...

New York § 910

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 9: Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges

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§ 910. Right of shareholder to receive payment for shares upon merger or\n consolidation, or sale, lease, exchange or other disposition of\n assets, or share exchange.\n (a) A shareholder of a domestic corporation shall, subject to and by\ncomplying with section 623 (Procedure to enforce shareholder's right to\nreceive payment for shares), have the right to receive payment of the\nfair value of his shares and the other rights and benefits provided by\nsuch section, in the following cases:\n (1) Any shareholder entitled to vote who does not assent to the taking\nof an action specified in clauses (A), (B) and (C).\n (A) Any plan of merger or consolidation to which the corporation is a\nparty; except that the right to receive payment of the fair value of his\nshares shall not be available:\n (i) To a shareholder of the parent corporation in a merger authorized\nby section 905 (Merger of parent and subsidiary corporations), or\nparagraph (c) of section 907 (Merger or consolidation of domestic and\nforeign corporations); or\n (ii) To a shareholder of the surviving corporation in a merger\nauthorized by this article, other than a merger specified in subclause\n(i), unless such merger effects one or more of the changes specified in\nsubparagraph (b) (6) of section 806 (Provisions as to certain\nproceedings) in the rights of the shares held by such shareholder; or\n (iii) Notwithstanding subclause (ii) of this clause, to a shareholder\nfor the shares of any class or series of stock, which shares or\ndepository receipts in respect thereof, at the record date fixed to\ndetermine the shareholders entitled to receive notice of the meeting of\nshareholders to vote upon the plan of merger or consolidation, were\nlisted on a national securities exchange or designated as a national\nmarket system security on an interdealer quotation system by the\nNational Association of Securities Dealers, Inc.\n (B) Any sale, lease, exchange or other disposition of all or\nsubstantially all of the assets of a corporation which requires\nshareholder approval under section 909 (Sale, lease, exchange or other\ndisposition of assets) other than a transaction wholly for cash where\nthe shareholders' approval thereof is conditioned upon the dissolution\nof the corporation and the distribution of substantially all of its net\nassets to the shareholders in accordance with their respective interests\nwithin one year after the date of such transaction.\n (C) Any share exchange authorized by section 913 in which the\ncorporation is participating as a subject corporation; except that the\nright to receive payment of the fair value of his shares shall not be\navailable to a shareholder whose shares have not been acquired in the\nexchange or to a shareholder for the shares of any class or series of\nstock, which shares or depository receipt in respect thereof, at the\nrecord date fixed to determine the shareholders entitled to receive\nnotice of the meeting of shareholders to vote upon the plan of exchange,\nwere listed on a national securities exchange or designated as a\nnational market system security on an interdealer quotation system by\nthe National Association of Securities Dealers, Inc.\n (2) Any shareholder of the subsidiary corporation in a merger\nauthorized by section 905 or paragraph (c) of section 907, or in a share\nexchange authorized by paragraph (g) of section 913, who files with the\ncorporation a written notice of election to dissent as provided in\nparagraph (c) of section 623.\n (3) Any shareholder, not entitled to vote with respect to a plan of\nmerger or consolidation to which the corporation is a party, whose\nshares will be cancelled or exchanged in the merger or consolidation for\ncash or other consideration other than shares of the surviving or\nconsolidated corporation or another corporation.\n