N.Y. Banking Law § 8006: Provisions as to certain proceedings

§ 8006. Provisions as to certain proceedings. 1. The superintendent

shall not file a certificate of amendment reviving the existence of a

corporation unless the consent of the state tax commission to the

revival is delivered to the superintendent. If the name of the

corporation being revived is not available under section three thousand

one for use by a corporation then being formed under this chapter, the

certificate of amendment shall change the name to one which is available

for such use.

2. The following provisions shall apply to amendments and changes

under this title:

(a) Any changes that may be made in the relative rights, preferences

and limitations of the authorized shares of any class by any certificate

of amendment which does not eliminate such shares from authorized shares

or change them into shares of another class, shall not for the purpose

of any statute or rule of law effect an issue of a new class of shares.

(b) No amendment or change shall affect any existing cause of action

in favor of or against the corporation, or any pending suit to which it

shall be a party, or the existing rights of persons other than

stockholders; and in the event the corporate name shall be changed, no

suit brought by or against the corporation under its former name shall

abate for that reason.

(c) A holder of any adversely affected shares who does not vote for or

consent in writing to the taking of such action shall, subject to and by

complying with the provisions of section six thousand twenty-two, have

the right to dissent and to receive payment for such shares, if the

certificate of amendment (1) alters or abolishes any preferential right

of any outstanding shares having preferences; or (2) creates, alters or

abolishes any provision or right in respect of the redemption of any

outstanding shares; or (3) alters or abolishes any preemptive right of

such holder to acquire shares or other securities; or (4) excludes or

limits the right of such holder to vote on any matter, except as such

right may be limited by the voting rights given to new shares then being

authorized of any existing or new class.