Arizona Laws 29-2109. Appraisal rights
A. Unless the entity‘s governing statute provides otherwise, an interest holder of a domestic merging, acquired, converting, domesticating or dividing entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity’s governing statute in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless both:
Terms Used In Arizona Laws 29-2109
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- Appraisal: A determination of property value.
- Dividing entity: means the domestic entity that approves a plan of division pursuant to section 29-2603 or the foreign entity that approves a division pursuant to the law of its jurisdiction of organization. See Arizona Laws 29-2102
- Entity: means any of the following:
(a) A corporation. See Arizona Laws 29-2102
- Governing statute: means , collectively, the statute or statutes governing the internal affairs of an entity. See Arizona Laws 29-2102
- Interest: means a governance interest or a transferable interest, including a share or membership in a corporation. See Arizona Laws 29-2102
- Interest holder: means a direct holder of an interest. See Arizona Laws 29-2102
- Merger: means a transaction authorized by article 2 of this chapter. See Arizona Laws 29-2102
- Organizational documents: means the public organizational document and private organizational documents of an entity. See Arizona Laws 29-2102
- Plan: means a plan of merger, interest exchange, conversion, domestication or division. See Arizona Laws 29-2102
- Statute: A law passed by a legislature.
1. The governing statute permits the organizational documents to limit the availability of appraisal rights.
2. The organizational documents provide such a limit.
B. An interest holder of a domestic merging, acquired, converting, domesticating or dividing entity is entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided by any of the following:
1. The entity’s organizational documents.
2. The entity’s plan.
3. Action of the entity’s governors.
C. If an interest holder is entitled to contractual appraisal rights under subsection B of this section and the entity’s governing statute does not provide procedures for the conduct of an appraisal rights proceeding, Title 10, Chapter 13 applies to the extent practicable or as otherwise provided in the entity’s organizational documents or the plan.