N.Y. Banking Law § 604: Rights of dissenting stockholders

§ 604. Rights of dissenting stockholders.

The following stockholders shall, subject to and by complying with

section six thousand twenty-two of this chapter, have the right to

receive payment of the fair value of their shares and the other rights

and benefits provided by such section:

1. In the case of a merger pursuant to a plan submitted to

stockholders as provided in subdivision two of section six hundred one

of this chapter, any stockholder of the merging corporation entitled to

vote thereon who does not assent thereto;

2. In the case of a plan of acquisition of assets submitted to

stockholders as provided in subdivision two of section six hundred one-a

of this chapter, any stockholder of the selling corporation entitled to

vote thereon who does not assent thereto; and

3. In the case of a sale, lease, exchange or other disposition which

requires stockholder authorization under section six hundred one-c of

this chapter, any stockholder, entitled to vote thereon, of the

corporation making such sale, lease, exchange or other disposition who

does not assent thereto, except in the case of a transaction wholly for

cash where the stockholders' authorization thereof is conditioned upon

the distribution of all the net proceeds of such transaction to the

stockholders in accordance with their respective interests within one

year after the date of such transaction and upon the dissolution of the

corporation.