New Jersey § 14a:11-2

§ 14a:11-2.

(1) Whenever a vote is to be taken, either at a meeting of shareholders or upon written

consents in lieu of a meeting pursuant to section 14A:5-6 , upon a proposed corporate action from which a shareholder may dissent under section 14A:11-1 , any shareholder electing to dissent from such action shall file with the corporation

before the taking of the vote of the shareholders on such corporate action, or within

the time specified in paragraph 14A:5-6(2)(b) or 14A:5-6(2)(c), as the case may be,

if no meeting of shareholders is to be held, a written notice of such dissent stating

that he intends to demand payment for his shares if the action is taken. (2) Within 10 days after the date on which such corporate action takes effect, the

corporation, or, in the case of a merger or consolidation, the surviving or new corporation,

shall give written notice of the effective date of such corporate action, by certified

mail to each shareholder who filed written notice of dissent pursuant to subsection

14A:11-2(1), except any who voted for or consented in writing to the proposed action. (3) Within 20 days after the mailing of such notice, any shareholder to whom the corporation

was required to give such notice and who has filed a written notice of dissent pursuant

to this section may make written demand on the corporation, or, in the case of a merger

or consolidation, on the surviving or new corporation, for the payment of the fair

value of his shares. (4) Whenever a corporation is to be merged pursuant to section 14A:10-5.1 or subsection 14A:10-7 (4) and shareholder approval is not required under subsections 14A:10-5.1(5) and 14A:10-5.1(6) , a shareholder who has the right to dissent pursuant to section 14A:11-1 may, not later than 20 days after a copy or summary of the plan of such merger and

the statement required by subsection 14A:10-5.1(2) is mailed to such shareholder, make written demand on the corporation or on the surviving

corporation, for the payment of the fair value of his shares. (5) Whenever all the shares, or all the shares of a class or series, are to be acquired

by another corporation pursuant to section 14A:10-9 , a shareholder of the corporation whose shares are to be acquired may, not later

than 20 days after the mailing of notice by the acquiring corporation pursuant to

paragraph 14A:10-9(3)(b), make written demand on the acquiring corporation for the

payment of the fair value of his shares. (6) Not later than 20 days after demanding payment for his shares pursuant to this

section, the shareholder shall submit the certificate or certificates representing

his shares to the corporation upon which such demand has been made for notation thereon

that such demand has been made, whereupon such certificate or certificates shall be

returned to him. If shares represented by a certificate on which notation has been made shall be

transferred, each new certificate issued therefor shall bear similar notation, together

with the name of the original dissenting holder of such shares, and a transferee of

such shares shall acquire by such transfer no rights in the corporation other than

those which the original dissenting shareholder had after making a demand for payment

of the fair value thereof. (7) Every notice or other communication required to be given or made by a corporation

to any shareholder pursuant to this Chapter shall inform such shareholder of all dates

prior to which action must be taken by such shareholder in order to perfect his rights

as a dissenting shareholder under this Chapter.