This text of New York § 6410 (Merger) is published on Counsel Stack Legal Research, covering New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
§ 6410. Merger. The merger of two or more corporations organized\npursuant to section six thousand four hundred two of this article or\norganized under the laws of this state for the purpose set forth in\nsection six thousand four hundred three of this article, unless it be a\nmerger governed by section six thousand four hundred eleven of this\narticle, shall be governed by those provisions of article seventy-one of\nthis chapter which relate to the merger of two or more domestic stock\ninsurance corporations and which are not inconsistent with any of the\nprovisions of this article, except that:\n (a) the proposed charter of the surviving company shall provide for\nnot less than thirteen nor more than thirty directors;\n (b) in addition to delivery in person or by mail, the notice of
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§ 6410. Merger. The merger of two or more corporations organized\npursuant to section six thousand four hundred two of this article or\norganized under the laws of this state for the purpose set forth in\nsection six thousand four hundred three of this article, unless it be a\nmerger governed by section six thousand four hundred eleven of this\narticle, shall be governed by those provisions of article seventy-one of\nthis chapter which relate to the merger of two or more domestic stock\ninsurance corporations and which are not inconsistent with any of the\nprovisions of this article, except that:\n (a) the proposed charter of the surviving company shall provide for\nnot less than thirteen nor more than thirty directors;\n (b) in addition to delivery in person or by mail, the notice of the\nshareholders meeting provided for in subsection (a) of section seven\nthousand one hundred four of this chapter shall be published for at\nleast two successive weeks in one of the newspapers in each of the\ncounties of this state in which either of the constituent companies\nshall have its principal place of business;\n (c) in lieu of the provisions of section seven thousand one hundred\nnineteen of this chapter, if any shareholder not voting in favor of such\nagreement of merger shall, at such meeting or within twenty days\nthereafter, object to such merger and demand payment for his shares, he\nmay, at any time within sixty days after such merger, apply to the\nsupreme court at any special term thereof, held in the district in which\nthe county is situated, in which the surviving company has its principal\nplace of business, upon at least eight days' notice to said company for\nthe appointment of three persons to appraise the value of his shares,\nand the court shall appoint such appraisers and designate the time and\nplace of their first meeting, with such directions in regard to their\nproceedings as shall be deemed proper. The court may fill any vacancies\nin the board of appraisers occurring by refusal or neglect to hold such\noffice. The appraisers shall meet at the time and place designated and\nafter being duly sworn, shall honestly and faithfully discharge their\nduties and estimate and certify the value of such shares, and deliver\none copy to such company and another to such shareholder, if demanded;\nthe charges and expenses of the appraisers shall be paid by the company.\nWhen the company shall have paid the appraised value of such shares, as\ndirected by the court, said shares shall be canceled and such\nshareholder shall cease to have any interest in such shares and in the\ncompany property, and such shares may be held and disposed of by the\ncompany for its own benefit; and\n (d) the sum of the capital stock of the surviving company shall not\nexceed the limit permitted to either constituent company at the time of\nmerger.\n