§414-342  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:



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



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



(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 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:



(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;



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



(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; or



(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 414-74;



(5)  Any corporate action taken pursuant to a
shareholder vote to the extent the articles of incorporation, 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; or



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



(b)  A shareholder entitled to dissent and
obtain payment for the shareholder's shares under this part 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.
[L 2000, c 244, pt of §1; am L 2004, c 121, §12]