2019 New York Laws
ISC - Insurance
Article 64 - Title Insurance Corporations
6410 - Merger.

§  6410.  Merger.  The  merger  of  two or more corporations organized
pursuant to section six thousand four hundred two  of  this  article  or
organized  under  the  laws  of  this state for the purpose set forth in
section six thousand four hundred three of this article, unless it be  a
merger  governed  by  section  six  thousand four hundred eleven of this
article, shall be governed by those provisions of article seventy-one of
this chapter which relate to the merger of two or  more  domestic  stock
insurance  corporations  and  which are not inconsistent with any of the
provisions of this article, except that:
  (a) the proposed charter of the surviving company  shall  provide  for
not less than thirteen nor more than thirty directors;
  (b)  in  addition  to delivery in person or by mail, the notice of the
shareholders meeting provided for in subsection  (a)  of  section  seven
thousand  one  hundred  four  of  this chapter shall be published for at
least two successive weeks in one of  the  newspapers  in  each  of  the
counties  of  this  state  in  which either of the constituent companies
shall have its principal place of business;
  (c) in lieu of the provisions of section seven  thousand  one  hundred
nineteen of this chapter, if any shareholder not voting in favor of such
agreement  of  merger  shall,  at  such  meeting  or  within twenty days
thereafter, object to such merger and demand payment for his shares,  he
may,  at  any  time  within  sixty  days after such merger, apply to the
supreme court at any special term thereof, held in the district in which
the county is situated, in which the surviving company has its principal
place of business, upon at least eight days' notice to said company  for
the  appointment  of  three persons to appraise the value of his shares,
and the court shall appoint such appraisers and designate the  time  and
place  of  their  first meeting, with such directions in regard to their
proceedings as shall be deemed proper.  The court may fill any vacancies
in the board of appraisers occurring by refusal or neglect to hold  such
office.  The  appraisers shall meet at the time and place designated and
after being duly sworn, shall honestly and  faithfully  discharge  their
duties  and  estimate  and certify the value of such shares, and deliver
one copy to such company and another to such shareholder,  if  demanded;
the charges and expenses of the appraisers shall be paid by the company.
When  the company shall have paid the appraised value of such shares, as
directed  by  the  court,  said  shares  shall  be  canceled  and   such
shareholder  shall  cease to have any interest in such shares and in the
company property, and such shares may be held and  disposed  of  by  the
company for its own benefit; and
  (d)  the  sum  of the capital stock of the surviving company shall not
exceed the limit permitted to either constituent company at the time  of
merger.