N.Y. BNK Law § 8006

§ 8006. Provisions as to certain proceedings. 1. The superintendent\nshall not file a certificate of amendment reviving the existence of a\ncorporation unless the consent of the state tax commission to the\nrevival is delivered to the superintendent. If the name of the\ncorporation being revived is not available under section three thousand\none for use by a corporation then being formed under this chapter, the\ncertificate of amendment shall change the name to one which is available\nfor such use.\n 2. The following provisions shall apply to amendments and changes\nunder this title:\n (a) Any changes that may be made in the relative rights, preferences\nand limitations of the authorized shares of any class by any certificate\nof amendment which does not eliminate such shares from authorized shares\nor change them into shares of another class, shall not for the purpose\nof any statute or rule of law effect an issue of a new class of shares.\n (b) No amendment or change shall affect any existing cause of action\nin favor of or against the corporation, or any pending suit to which it\nshall be a party, or the existing rights of persons other than\nstockholders; and in the event the corporate name shall be changed, no\nsuit brought by or against the corporation under its former name shall\nabate for that reason.\n (c) A holder of any adversely affected shares who does not vote for or\nconsent in writing to the taking of such action shall, subject to and by\ncomplying with the provisions of section six thousand twenty-two, have\nthe right to dissent and to receive payment for such shares, if the\ncertificate of amendment (1) alters or abolishes any preferential right\nof any outstanding shares having preferences; or (2) creates, alters or\nabolishes any provision or right in respect of the redemption of any\noutstanding shares; or (3) alters or abolishes any preemptive right of\nsuch holder to acquire shares or other securities; or (4) excludes or\nlimits the right of such holder to vote on any matter, except as such\nright may be limited by the voting rights given to new shares then being\nauthorized of any existing or new class.\n