New York Laws
Article 13 - Merger; Voluntary Dissolution; Superintendent's Taking Possession; Reorganization; Liquidation
604 - Rights of Dissenting Stockholders.

§ 604. Rights of dissenting stockholders.

The following stockholders shall, subject to and by complying with
section six thousand twenty-two of this chapter, have the right to
receive payment of the fair value of their shares and the other rights
and benefits provided by such section:

1. In the case of a merger pursuant to a plan submitted to
stockholders as provided in subdivision two of section six hundred one
of this chapter, any stockholder of the merging corporation entitled to
vote thereon who does not assent thereto;

2. In the case of a plan of acquisition of assets submitted to
stockholders as provided in subdivision two of section six hundred one-a
of this chapter, any stockholder of the selling corporation entitled to
vote thereon who does not assent thereto; and

3. In the case of a sale, lease, exchange or other disposition which
requires stockholder authorization under section six hundred one-c of
this chapter, any stockholder, entitled to vote thereon, of the
corporation making such sale, lease, exchange or other disposition who
does not assent thereto, except in the case of a transaction wholly for
cash where the stockholders' authorization thereof is conditioned upon
the distribution of all the net proceeds of such transaction to the
stockholders in accordance with their respective interests within one
year after the date of such transaction and upon the dissolution of the
corporation.

Structure New York Laws