(a) An interest holder of a domestic merging, acquired, converting, or domesticating 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 organic law in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless:
(1) The organic law permits the organic rules to limit the availability of appraisal rights; and
(2) The organic rules provide such a limit.
(b) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided in:
(1) The entity’s organic rules;
(2) The plan; or
(3) The case of a business corporation by action of its governors.

Terms Used In Idaho Code 30-22-109

  • Appraisal: A determination of property value.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Domesticating entity: means the domestic entity that approves a plan of domestication pursuant to section 30-22-503, Idaho Code, or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of formation. See Idaho Code 30-22-102
  • Merger: means a transaction in which two (2) or more merging entities are combined into a surviving entity pursuant to a record filed by the secretary of state. See Idaho Code 30-22-102
  • Plan: means a plan of merger, plan of interest exchange, plan of conversion or plan of domestication. See Idaho Code 30-22-102
(c) If an interest holder is entitled to contractual appraisal rights under subsection (b) of this section and the entity’s organic law does not provide procedures for the conduct of an appraisal rights proceeding, part 13, chapter 29, title 30, Idaho Code, applies to the extent practicable or as otherwise provided in the entity’s organic rules or the plan.