10-1302

10-1302. Right to dissent

A. A shareholder is entitled to dissent from and obtain payment of the fair value
of the shareholder's shares in the event of any of the following corporate actions:

1. Consummation of a plan of merger to which the corporation is a party if either:

(a) Shareholder approval is required for the merger by section 10-1103 or the
articles of incorporation and if the shareholder is entitled to vote on the merger.

(b) The corporation is a subsidiary that is merged with its parent under section
10-1104.

2. Consummation of a plan of share exchange to which the corporation is a party as
the corporation whose shares will be acquired, if the shareholder is entitled to vote on
the plan.

3. Consummation of a sale or exchange of all or substantially all of the property
of the corporation other than in the usual and regular course of business, if the
shareholder is entitled to vote on the sale or exchange, including a sale in dissolution,
but not including a sale pursuant to a court order or a sale for cash pursuant to a plan
by which all or substantially all of the net proceeds of the sale will be distributed to
the shareholders within one year after the date of sale.

4. An amendment of the articles of incorporation that materially and adversely
affects rights in respect of a dissenter's shares because it either:

(a) Alters or abolishes a preferential right of the shares.

(b) Creates, alters or abolishes a right in respect of redemption, including a
provision respecting a sinking fund for the redemption or repurchase, of the shares.

(d) Excludes or limits the right of the shares to vote on any matter or to cumulate
votes other than a limitation by dilution through issuance of shares or other securities
with similar voting rights.

(e) Reduces the number of shares owned by the shareholder to a fraction of a share
if the fractional share so created is to be acquired for cash under section 10-604.

5. Any corporate action taken pursuant to a shareholder vote to the extent the
articles of incorporation, the bylaws or a resolution of the board of directors provides
that voting or nonvoting shareholders are entitled to dissent and obtain payment for
their shares.

B. A shareholder entitled to dissent and obtain payment for his shares under this
chapter may not challenge the corporate action creating the shareholder's entitlement
unless the action is unlawful or fraudulent with respect to the shareholder or the
corporation.

C. This section does not apply to the holders of shares of any class or series if
the shares of the class or series are redeemable securities issued by a registered
investment company as defined pursuant to the investment company act of 1940 (15 United
States Code section 80a-1 through 80a-64).

D. Unless the articles of incorporation of the corporation provide otherwise, this
section does not apply to the holders of shares of a class or series if the shares of the
class or series were registered on a national securities exchange, were listed on the
national market systems of the national association of securities dealers automated
quotation system or were held of record by at least two thousand shareholders on the date
fixed to determine the shareholders entitled to vote on the proposed corporate action.