(1) To the extent that any organic statute or the common law expressly prohibits or restricts the right of any entity to convert into any other form of entity or merge with or be party to an exchange with any other entity, grants appraisal rights with respect to the merger, conversion, or exchange, or imposes any requirement on the conversion, merger, or exchange, any merger, conversion, or exchange of the entity under this part 2 is subject to the restriction, entitles its owners to the appraisal rights, and is subject to the requirement.
(2) If the primary constituent documents or organic statutes do not provide an owner of a converting entity, merging entity, or entity party to an exchange with appraisal rights or do not expressly deny an owner of a converting entity, merging entity, or entity party to an exchange with appraisal rights, but an owner would be entitled under the organic statutes or primary constituent documents to appraisal rights if the entity were merged into an entity of the same form as the converting or acquiring entity, were party to an exchange with an entity of the same form as the converting or surviving entity, or were converted into an entity of the same form as the acquiring or surviving entity, then the owner is entitled to appraisal rights with respect to the conversion, merger, or exchange:
On the same basis as the owner would be so entitled under the organic statutes orprimary constituent documents if the entity were being merged into an entity of the same form as the converting or acquiring entity;
If no provisions specified in subsection (2)(a) of this section exist, on the same basisas the owner would be so entitled under the organic statutes or primary constituent documents if the entity were party to an exchange with an entity of the same form as the converting or acquiring entity; or
If no provisions specified in subsections (2)(a) and (2)(b) of this section exist, on thesame basis as the owner would be so entitled under the organic statutes or primary constituent documents if the entity were being converted into an entity of the same form as the surviving or acquiring entity.
(3) Unless otherwise provided in the plan of conversion, plan of merger, or plan of exchange, an owner of an entity that is converted into another form of entity or merged into any other entity, or whose owner's interest is exchanged with another entity pursuant to an owner's interest exchange who consents to the conversion, merger, or exchange, or, in a transaction in which appraisal rights are applicable, who does not consent to the conversion, merger, or exchange and who does not exercise appraisal rights becomes an owner of the resulting or surviving entity and shall be deemed to be a party to, and to be bound by, the constituent operating document of the resulting or surviving entity.
Source: L. 2000: Entire part R&RE, p. 970, § 46, effective July 1. L. 2006: Entire section amended, p. 870, § 46, effective July 1. L. 2007: (3) added, p. 241, § 26, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1919, § 18, effective July 1, 2020.
Editor's note: This section is similar to former § 7-90-206 as it existed prior to 2000.