KRS 271B.13-020: Right to dissent.

(1) A shareholder shall be entitled to dissent from, and obtain payment of the fair

value of his shares in the event of, any of the following corporate actions:

(a) Consummation of a plan of merger to which the corporation is a party:

1. If shareholder approval is required for the merger by KRS

271B.11-030 or the articles of incorporation and the shareholder is

entitled to vote on the merger; or

2. If the corporation is a subsidiary that is merged with its parent under

KRS 271B.11-040;

(b) Consummation of a plan of 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 plan;

(c) Consummation of a sale or exchange of all, or substantially all, of the

property of the corporation other than in the usual and regular course of

business, if the shareholder is entitled to vote on the sale or exchange,

including a sale in dissolution but not including a sale pursuant to court

order or a sale for cash pursuant to a plan by which all or substantially all

of the net proceeds of the sale will be distributed to the shareholders

within one (1) year after the date of sale;

(d) Consummation of a plan of conversion of the corporation into a limited

liability company or statutory trust;

(e) An amendment of the articles of incorporation that materially and

adversely affects rights in respect of a dissenter's shares because it:

1. Alters or abolishes a preferential right of the shares to a distribution

or in dissolution;

2. 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;

3. Excludes or limits the right of the shares to vote on any matter other

than a limitation by dilution through issuance of shares or other

securities with similar voting rights;

4. Reduces the number of shares owned by the shareholder to a

fraction of a share, if the fractional share so created is to be

acquired for cash under KRS 271B.6-040; or

5. In a public benefit corporation, changes the public benefit

provisions;

(f) Any transaction subject to the requirements of KRS 271B.12-210 or

exempted by KRS 271B.12-220(2);

(g) Any election by a corporation to become a public benefit corporation or

pursuant to the merger of a corporation with and into a public benefit

corporation; or

(h) Any corporate action taken pursuant to a shareholder vote to the extent

the articles of incorporation, bylaws, or a resolution of the board of

directors provides that voting or nonvoting shareholders are entitled to

dissent and obtain payment for their shares.

(2) A shareholder entitled to dissent and obtain payment for his shares under this

chapter shall not challenge the corporate action creating his entitlement except

by an application for injunctive relief prior to the consummation of the corporate

action.