N.Y. Business Corporation Law § 910: Right of shareholder to receive payment for shares upon merger or consolidation, or sale, lease, exchange or other disposition of assets,...

§ 910. Right of shareholder to receive payment for shares upon merger or

consolidation, or sale, lease, exchange or other disposition of

assets, or share exchange.

(a) A shareholder of a domestic corporation shall, subject to and by

complying with section 623 (Procedure to enforce shareholder's right to

receive payment for shares), have the right to receive payment of the

fair value of his shares and the other rights and benefits provided by

such section, in the following cases:

(1) Any shareholder entitled to vote who does not assent to the taking

of an action specified in clauses (A), (B) and (C).

(A) Any plan of merger or consolidation to which the corporation is a

party; except that the right to receive payment of the fair value of his

shares shall not be available:

(i) To a shareholder of the parent corporation in a merger authorized

by section 905 (Merger of parent and subsidiary corporations), or

paragraph (c) of section 907 (Merger or consolidation of domestic and

foreign corporations); or

(ii) To a shareholder of the surviving corporation in a merger

authorized by this article, other than a merger specified in subclause

(i), unless such merger effects one or more of the changes specified in

subparagraph (b) (6) of section 806 (Provisions as to certain

proceedings) in the rights of the shares held by such shareholder; or

(iii) Notwithstanding subclause (ii) of this clause, to a shareholder

for the shares of any class or series of stock, which shares or

depository receipts in respect thereof, at the record date fixed to

determine the shareholders entitled to receive notice of the meeting of

shareholders to vote upon the plan of merger or consolidation, were

listed on a national securities exchange or designated as a national

market system security on an interdealer quotation system by the

National Association of Securities Dealers, Inc.

(B) Any sale, lease, exchange or other disposition of all or

substantially all of the assets of a corporation which requires

shareholder approval under section 909 (Sale, lease, exchange or other

disposition of assets) other than a transaction wholly for cash where

the shareholders' approval thereof is conditioned upon the dissolution

of the corporation and the distribution of substantially all of its net

assets to the shareholders in accordance with their respective interests

within one year after the date of such transaction.

(C) Any share exchange authorized by section 913 in which the

corporation is participating as a subject corporation; except that the

right to receive payment of the fair value of his shares shall not be

available to a shareholder whose shares have not been acquired in the

exchange or to a shareholder for the shares of any class or series of

stock, which shares or depository receipt in respect thereof, at the

record date fixed to determine the shareholders entitled to receive

notice of the meeting of shareholders to vote upon the plan of exchange,

were listed on a national securities exchange or designated as a

national market system security on an interdealer quotation system by

the National Association of Securities Dealers, Inc.

(2) Any shareholder of the subsidiary corporation in a merger

authorized by section 905 or paragraph (c) of section 907, or in a share

exchange authorized by paragraph (g) of section 913, who files with the

corporation a written notice of election to dissent as provided in

paragraph (c) of section 623.

(3) Any shareholder, not entitled to vote with respect to a plan of

merger or consolidation to which the corporation is a party, whose

shares will be cancelled or exchanged in the merger or consolidation for

cash or other consideration other than shares of the surviving or

consolidated corporation or another corporation.