N.D. Cent. Code § 10-19.1-87

10-19.1-87. Rights of dissenting shareholders

1. A shareholder of a corporation may dissent from, and obtain payment for the fair value

of the shareholder's shares in the event of, any of the following corporate actions:

a. Unless otherwise provided in the articles, an amendment of the articles that

materially and adversely affects the rights or preferences of the shares of a

dissenting shareholder in that it:

(1) Alters or abolishes a preferential right of the shares;

(2) Creates, alters, or abolishes a right in respect of the redemption of the

shares, including a provision respecting a sinking fund for the redemption or

repurchase of shares;

(3) Alters or abolishes a pre-emptive right of the holder of the shares to acquire

shares, securities other than shares, or rights to purchase shares or

securities other than shares;

(4) Excludes or limits the right of a shareholder to vote on a matter, or to

accumulate votes, except as the right may be excluded or limited through

the authorization or issuance of securities of an existing or new class or

series with similar or different voting rights; or

(5) Eliminates the right to obtain payment under this subdivision;

b. A sale, lease, transfer, or other disposition of property and assets of the

corporation that requires shareholder approval under subsection 2 of section

10-19.1-104, but not including:

(1) A disposition in dissolution described in subsection 2 of section 10-19.1-109;

(2) A disposition pursuant to an order of a court; or

(3) A disposition for cash on terms requiring that all or substantially all of the net

proceeds of disposition be distributed to the shareholders in accordance

with their respective interests within one year after the date of disposition;

c. A plan of merger to which the corporation is a constituent organization, except as

provided in subsection 3 and except for a plan of merger adopted under section

10-19.1-100.1;

d. A plan of exchange, whether under this chapter or under its governing statute in

the case of another organization, to which the corporation is a constituent

organization as the corporation whose shares will be acquired by the acquiring

organization, except as provided in subsection 3;

e. A plan of conversion adopted by a corporation; or

f. Any other corporate action taken pursuant to a shareholder vote with respect to

which the articles, the bylaws, or a resolution approved by the board directs that

dissenting shareholders may obtain payment for their shares.

2. A shareholder may not assert dissenters' rights as to less than all of the shares

registered in the name of the shareholder, unless the shareholder dissents with

respect to all the shares that are beneficially owned by another person but registered

in the name of the shareholder and discloses the name and address of each beneficial

owner on whose behalf the shareholder dissents. In that event, the rights of the

dissenter must be determined as if the shares as to which the shareholder has

dissented and the other shares were registered in the names of different shareholders.

The beneficial owner of shares who is not the shareholder may assert dissenters'

rights with respect to shares held on behalf of the beneficial owner, and must be

treated as a dissenting shareholder under the terms of this section and section

10-19.1-88, if the beneficial owner submits to the corporation at the time of or before

the assertion of the rights a written consent of the shareholder.

3. Unless the articles, the bylaws, or a resolution approved by the board otherwise

provide, the right to obtain payment under this section does not apply to the

shareholders of:

a. The surviving corporation in a merger with respect to shares of the shareholders

that are not entitled to be voted on the merger and are not canceled or

exchanged in the merger; or

b. The corporation whose shares will be acquired by the acquiring organization in a
approved by the board otherwise

provide, the right to obtain payment under this section does not apply to the

shareholders of:

a. The surviving corporation in a merger with respect to shares of the shareholders

that are not entitled to be voted on the merger and are not canceled or

exchanged in the merger; or

b. The corporation whose shares will be acquired by the acquiring organization in a

plan of exchange with respect to shares of the shareholders that are not entitled

to be voted on the plan of exchange and are not exchanged in the plan of

exchange.

4. The shareholders of a corporation who have a right under this section to obtain

payment for their shares, or who would have the right to obtain payment for their

shares absent the exception set for in subsection 6, do not have a right at law or in

equity to have a corporate action described in subsection 1 set aside or rescinded,

except when the corporate action is fraudulent with regard to the complaining

shareholder or the corporation.

5. If a date is fixed according to subsection 1 of section 10-19.1-73.2 for the

determination of shareholders entitled to receive notice of and to vote on an action

described under subsection 1, only shareholders as of the date fixed and beneficial

owners as of the date fixed who hold through shareholders, as provided in

subsection 2, may exercise dissenters' rights.

6. Notwithstanding subsection 1, the right to obtain payment under this section, other

than in connection with a plan of merger adopted under section 10-19.1-100, is limited

in accordance with the following provisions:

a. The right to obtain payment under this section is not available for the holders of

shares of any class or series of shares that is listed on the New York stock

exchange, the American stock exchange, nasdaq global market, or the nasdaq

global select market.

b. The applicability of subdivision a is determined as of:

(1) The record date fixed to determine the shareholders entitled to receive

notice of, and to vote at, the meeting of shareholders to act upon the

corporate action described in subsection 1; or

(2) The day before the effective date of corporate action described in

subsection 1 if there is no meeting of shareholders.

c. Subdivision a is not applicable, and the right to obtain payment under this section

is available pursuant to subsection 1, for the holders of any class or series of

shares who are required by the terms of the corporate action described in

subsection 1 to accept for such shares anything other than shares, or cash in lieu

of fractional shares, of any class or any series of shares of the domestic or

foreign corporation, or any other ownership interest of any other organization, that

satisfies the standards set forth in subdivision a at the time the corporate action

becomes effective.