Section 7119. Appraisal of shares of dissenting shareholder on merger or consolidation of domestic company or on acquisition of minority interests in a subsidiary insurer  


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  • (a)  A shareholder of a domestic  company, by complying with  section  six  hundred  twenty-three  of  the
      business corporation law except as otherwise provided in subsections (b)
      and  (c)  hereof,  shall  have the right to receive payment for the fair
      value of his shares, and such other rights and benefits as are  provided
      by such section of the business corporation law, in the following cases:
        (1)  a  shareholder entitled to vote who does not assent to the taking
      of any action specified in section seven thousand  one  hundred  two  of
      this article; or
        (2)  a shareholder whose shares are acquired pursuant to section seven
      thousand one hundred eighteen of this article.
        (b) A shareholder who elects to dissent from an  acquisition  proposed
      under section seven thousand one hundred eighteen of this article shall,
      in  lieu  of  the procedures set forth in paragraphs (a), (b) and (c) of
      section six hundred twenty-three of the business corporation law, file a
      written notice of his election to dissent with the parent within  twenty
      days after the delivery to him of either a copy of the plan or a summary
      thereof pursuant to subsection (e) of section seven thousand one hundred
      eighteen of this article.
        (c)  For  purposes  of  this  section,  the  provisions of section six
      hundred  twenty-three  of  the  business  corporation  law,  other  than
      paragraphs (i) and (m) thereof, are applicable except that:
        (1)  the references to "this chapter" in paragraph (a) of such section
      of the business corporation law are deemed to refer to this article;
        (2) in the case of shares acquired pursuant to section seven  thousand
      one  hundred  eighteen of this article, the references to "shareholders'
      authorization date" in paragraph (g) of such  section  of  the  business
      corporation  law are deemed to refer to the date of delivery of the plan
      or a summary thereof as provided in  subsection  (e)  of  section  seven
      thousand one hundred eighteen of this article; and
        (3)  upon  payment of the value of the shares of a shareholder who has
      dissented from a merger or consolidation, as provided in  paragraph  (g)
      or (h) of such section of the business corporation law, the shares shall
      be cancelled.