17-78-109. Appraisal rights. (a) An interest holder of a domestic merging, acquired, converting or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's organic law in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless:
(1) The organic law permits the organic rules to limit the availability of appraisal rights; and
(2) the organic rules provide such a limit.
(b) An interest holder of a domestic merging, acquired, converting or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this act to the extent provided:
(1) In the entity's organic rules;
(2) in the agreement; or
(3) in the case of a corporation, by action of its governors.
(c) If an interest holder is entitled to contractual appraisal rights under subsection (b) and the entity's organic law does not provide procedures for the conduct of an appraisal rights proceeding, the general corporate code applies to the extent practicable or as otherwise provided in the entity's organic rules or the agreement.
History: L. 2009, ch. 47, ยง 9; July 1, 2010.
Structure Kansas Statutes
Article 78 - Business Entity Transactions Act
17-78,103 Relationship of act to other laws.
17-78,104 Required notice or approval.
17-78,107 Reference to external facts.
17-78,108 Alternative means of approval of transactions.
17-78,110 Excluded entities and transactions.
17-78,202 Agreement of merger.
17-78,204 Amendment or termination of agreement of merger.
17-78,205 Certificate of merger; effective date.
17-78,301 Interest exchange authorized.
17-78,302 Agreement of interest exchange.
17-78,303 Approval of interest exchange.
17-78,304 Amendment or termination of agreement of interest exchange.
17-78,305 Certificate of interest exchange; effective date.
17-78,306 Effect of interest exchange.
17-78,401 Conversion authorized.
17-78,402 Agreement of conversion.
17-78,403 Approval of conversion.
17-78,404 Amendment or termination of agreement of conversion.
17-78,405 Certificate of conversion; effective date.
17-78,406 Effect of conversion.
17-78,501 Domestication authorized.
17-78,502 Agreement of domestication.
17-78,503 Approval of domestication.
17-78,504 Amendment or termination of agreement of domestication.
17-78,505 Certificate of domestication; effective date.
17-78,506 Effect of domestication.
17-78,601 Filing requirements; execution.
17-78,603 Correcting filed document.
17-78,604 Evidentiary effect of copy of filed document.
17-78,605 Consistency of application.
17-78,606 Relation to electronic signatures in global and national commerce act.