2023 New York Laws › BSC - Business Corporation › Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges › 910 - Right of Shareholder to Receive Payment for Shares Upon Merger or Consolidation, or Sale, Lease, Exchange or Other Disposition of Assets, or Share Exc

§ 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.