§ 17-16-1302 — Right to appraisal

Wyoming § 17-16-1302

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 13: APPRAISAL RIGHTS

Text

(a) A shareholder is entitled to appraisal rights, and to
obtain payment of the fair value of his shares in the event of,
any of the following corporate actions:
(i) Consummation of a plan of merger or consolidation
to which the corporation is a party if:
(A) Shareholder approval is required for the
merger or the consolidation by W.S. 17-16-1104 or 17-16-1111 and
the shareholder is entitled to vote on the merger or
consolidation, except that appraisal rights shall not be
available to any shareholder of the corporation with respect to
shares of any class or series that remain outstanding after
consummation of the merger; or
(B) The corporation is a subsidiary that is
merged with its parent under W.S. 17-16-1105.
(ii) 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 shall not be available to
any shareholder of the corporation with respect to any class or
series of shares of the corporation that is not exchanged;
(iii) Consummation of a disposition of assets
pursuant to W.S. 17-16-1202 if the shareholder is entitled to
vote on the disposition;
(iv) An amendment of the articles of incorporation
with respect to a class or series of shares that:
(A) Alters or abolishes a preferential right of
the shares;
(B) Creates, alters or abolishes a right in
respect of redemption, including a provision respecting a
sinking fund for the redemption or repurchase, of the shares;
(C) Alters or abolishes a preemptive right of
the holder of the shares to acquire shares or other securities;
(D) Excludes or limits the right of the shares
to vote on any matter, or to cumulate votes, other than a
limitation by dilution through issuance of shares or other
securities with similar voting rights; or
(E) 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.
(v) Any other amendment to the articles of
incorporation, merger, share exchange or disposition of assets
if specifically provided in the articles of incorporation,
bylaws or a resolution of the board of directors;
(vi) Consummation of a transfer or domestication if
the shareholder does not receive shares in the foreign
corporation resulting from the transfer or domestication that
have terms as favorable to the shareholder in all material
respects, and represent at least the same percentage interest of
the total voting rights of the outstanding shares of the
corporation, as the shares held by the shareholder before the
transfer or domestication;
(vii) Consummation of a conversion of the corporation
to nonprofit status; or
(viii) Consummation of a conversion of the
corporation to an unincorporated entity.
(b) Notwithstanding subsection (a) of this section, the
availability of appraisal rights under paragraphs (a)(i), (ii),
(iii), (iv), (vi) and (viii) of this section shall be limited in
accordance with the following provisions:
(i) Appraisal rights shall not be available for the
holders of shares of any class or series of shares which is:
(A) A covered security under section 18(b)(1)(A)
or (B) of the Securities Act of 1933, as amended; or
(B) Traded in an organized market and has at
least two thousand (2,000) shareholders and a market value of at
least twenty million dollars ($20,000,000.00), exclusive of the
value of such shares held by the corporation's subsidiaries,
senior executives, directors and beneficial shareholders owning
more than ten percent (10%) of such shares; or
(C) Issued by an open end management investment
company registered with the Securities and Exchange Commission
under the Investment Company Act of 1940 and may be redeemed at
the option of the holder at net asset value.
(ii) The applicability of paragraph (i) of this
subsection shall be determined as of:
(A) 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
(B) The day before the effective date of such
corporate action if there is no meeting of shareholders.
(iii) Paragraph (i) of this subsection shall not be
applicable and appraisal rights shall be available pursuant to
subsection (a) of this section for the holders of any class or
series of shares who are required by the terms of the corporate
action requiring appraisal rights to accept for such shares
anything other than cash or shares of any class or any series of
shares of any corporation, or any other proprietary interest of
any other entity, that satisfies the standards set forth in
paragraph (i) of this subsection at the time the corporate
action becomes effective;
(iv) Reserved.