N.Y. Insurance Law § 6410: Merger

§ 6410. Merger. The merger of two or more corporations organized

pursuant to section six thousand four hundred two of this article or

organized under the laws of this state for the purpose set forth in

section six thousand four hundred three of this article, unless it be a

merger governed by section six thousand four hundred eleven of this

article, shall be governed by those provisions of article seventy-one of

this chapter which relate to the merger of two or more domestic stock

insurance corporations and which are not inconsistent with any of the

provisions of this article, except that:

(a) the proposed charter of the surviving company shall provide for

not less than thirteen nor more than thirty directors;

(b) in addition to delivery in person or by mail, the notice of the

shareholders meeting provided for in subsection (a) of section seven

thousand one hundred four of this chapter shall be published for at

least two successive weeks in one of the newspapers in each of the

counties of this state in which either of the constituent companies

shall have its principal place of business;

(c) in lieu of the provisions of section seven thousand one hundred

nineteen of this chapter, if any shareholder not voting in favor of such

agreement of merger shall, at such meeting or within twenty days

thereafter, object to such merger and demand payment for his shares, he

may, at any time within sixty days after such merger, apply to the

supreme court at any special term thereof, held in the district in which

the county is situated, in which the surviving company has its principal

place of business, upon at least eight days' notice to said company for

the appointment of three persons to appraise the value of his shares,

and the court shall appoint such appraisers and designate the time and

place of their first meeting, with such directions in regard to their

proceedings as shall be deemed proper. The court may fill any vacancies

in the board of appraisers occurring by refusal or neglect to hold such

office. The appraisers shall meet at the time and place designated and

after being duly sworn, shall honestly and faithfully discharge their

duties and estimate and certify the value of such shares, and deliver

one copy to such company and another to such shareholder, if demanded;

the charges and expenses of the appraisers shall be paid by the company.

When the company shall have paid the appraised value of such shares, as

directed by the court, said shares shall be canceled and such

shareholder shall cease to have any interest in such shares and in the

company property, and such shares may be held and disposed of by the

company for its own benefit; and

(d) the sum of the capital stock of the surviving company shall not

exceed the limit permitted to either constituent company at the time of

merger.