§414-342  Right to dissent.  (a)  Ashareholder is entitled to dissent from, and obtain payment of the fair valueof the shareholder's shares in the event of, any of the following corporateactions:

(1)  Consummation of a plan of merger to which thecorporation is a party:

(A)  If shareholder approval is required forthe merger by section 414-313 or the articles of incorporation; provided thatthe shareholder is entitled to vote on the merger; or

(B)  If the corporation is a subsidiary that ismerged with its parent under section 414-314;

(2)  Consummation of a plan of share exchange to whichthe corporation is a party as the corporation whose shares will be acquired, ifthe shareholder is entitled to vote on the plan;

(3)  Consummation of a sale or exchange of all, orsubstantially all, of the property of the corporation other than in the usualand regular course of business, if the shareholder is entitled to vote on thesale or exchange, including a sale in dissolution, but not including a salepursuant to court order or a sale for cash pursuant to a plan by which all orsubstantially all of the net proceeds of the sale will be distributed to theshareholders within one year after the date of sale;

(4)  An amendment of the articles of incorporationthat materially and adversely affects rights in respect of a dissenter's sharesbecause it:

(A)  Alters or abolishes a preferential rightof the shares;

(B)  Creates, alters, or abolishes a right inrespect of redemption, including a provision respecting a sinking fund for theredemption or repurchase, of the shares;

(C)  Alters or abolishes a preemptive right ofthe holder of the shares to acquire shares or other securities;

(D)  Excludes or limits the right of the sharesto vote on any matter, or to cumulate votes, other than a limitation bydilution through issuance of shares or other securities with similar votingrights; or

(E)  Reduces the number of shares owned by theshareholder to a fraction of a share if the fractional share so created is tobe acquired for cash under section 414-74;

(5)  Any corporate action taken pursuant to ashareholder vote to the extent the articles of incorporation, bylaws, or aresolution of the board of directors provides that voting or nonvotingshareholders are entitled to dissent and obtain payment for their shares; or

(6)  Consummation of a plan of conversion to which thecorporation is the converting entity, if the shareholder is entitled to vote onthe plan.

(b)  A shareholder entitled to dissent andobtain payment for the shareholder's shares under this part may not challengethe corporate action creating the shareholder's entitlement unless the actionis unlawful or fraudulent with respect to the shareholder or the corporation.[L 2000, c 244, pt of §1; am L 2004, c 121, §12]