Section 8006. Provisions as to certain proceedings

1. The superintendent
  shall not file a certificate of amendment reviving the  existence  of  a
  corporation  unless  the  consent  of  the  state  tax commission to the
  revival  is  delivered  to  the  superintendent.  If  the  name  of  the
  corporation  being revived is not available under section three thousand
  one for use by a corporation then being formed under this  chapter,  the
  certificate of amendment shall change the name to one which is available
  for such use.
    2.  The  following  provisions  shall  apply to amendments and changes
  under this title:
    (a) Any changes that may be made in the relative  rights,  preferences
  and limitations of the authorized shares of any class by any certificate
  of amendment which does not eliminate such shares from authorized shares
  or  change  them into shares of another class, shall not for the purpose
  of any statute or rule of law effect an issue of a new class of shares.
    (b) No amendment or change shall affect any existing cause  of  action
  in  favor of or against the corporation, or any pending suit to which it
  shall be  a  party,  or  the  existing  rights  of  persons  other  than
  stockholders;  and  in the event the corporate name shall be changed, no
  suit brought by or against the corporation under its former  name  shall
  abate for that reason.
    (c) A holder of any adversely affected shares who does not vote for or
  consent in writing to the taking of such action shall, subject to and by
  complying  with  the provisions of section six thousand twenty-two, have
  the right to dissent and to receive payment  for  such  shares,  if  the
  certificate  of amendment (1) alters or abolishes any preferential right
  of any outstanding shares having preferences; or (2) creates, alters  or
  abolishes  any  provision  or  right in respect of the redemption of any
  outstanding shares; or (3) alters or abolishes any preemptive  right  of
  such  holder  to  acquire shares or other securities; or (4) excludes or
  limits the right of such holder to vote on any matter,  except  as  such
  right may be limited by the voting rights given to new shares then being
  authorized of any existing or new class.