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This entry was published on 2014-09-22
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Provisions as to certain proceedings
§ 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.