Kansas Statutes 17-78,109. Appraisal rights
Terms Used In Kansas Statutes 17-78,109
- Agreement: means a plan or agreement of merger, interest exchange, conversion or domestication. See Kansas Statutes 17-78,102
- 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 an agreement of domestication pursuant to Kan. See Kansas Statutes 17-78,102
- Entity: means :
(1) A corporation;
(2) a general partnership, including a limited liability partnership;
(3) a limited partnership, including a limited liability limited partnership;
(4) a limited liability company;
(5) a business trust or statutory trust entity;
(6) a cooperative; or
(7) any other person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than:
(A) An individual;
(B) a testamentary, inter vivos or charitable trust, with the exception of a business trust, statutory trust entity or similar trust;
(C) an association or relationship that is not a partnership solely by reason of Kan. See Kansas Statutes 17-78,102
- Interest: means :
(1) A governance interest in an unincorporated entity;
(2) a transferable interest in an unincorporated entity; or
(3) a share or membership in a corporation. See Kansas Statutes 17-78,102
- Interest holder: means a direct holder of an interest. See Kansas Statutes 17-78,102
- Merger: means a transaction in which two or more merging entities are combined into a surviving entity pursuant to a filing with the secretary of state. See Kansas Statutes 17-78,102
- Organic law: means the statutes, if any, other than this act, governing the internal affairs of an entity. See Kansas Statutes 17-78,102
- Organic rules: means the public organic document and private organic rules of an entity. See Kansas Statutes 17-78,102
(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 act to the extent provided:
(1) In the entity’s organic rules;
(2) in the agreement; or
(3) in the case of a corporation, by action of its governors.
(c) If an interest holder is entitled to contractual appraisal rights under subsection (b) and the entity’s organic law does not provide procedures for the conduct of an appraisal rights proceeding, the general corporate code applies to the extent practicable or as otherwise provided in the entity’s organic rules or the agreement.