New Jersey § 14a:11-1

§ 14a:11-1.

(1) Any shareholder of a domestic corporation shall have the right to dissent from

any of the following corporate actions (a) Any plan of merger or consolidation to which the corporation is a party, provided

that, unless the certificate of incorporation otherwise provides (i) a shareholder shall not have the right to dissent from any plan of merger or consolidation

with respect to shares (A) of a class or series which is listed on a national securities exchange or is held

of record by not less than 1,000 holders on the record date fixed to determine the

shareholders entitled to vote upon the plan of merger or consolidation; or (B) for which, pursuant to the plan of merger or consolidation, he will receive (x)

cash, (y) shares, obligations or other securities which, upon consummation of the

merger or consolidation, will either be listed on a national securities exchange or

held of record by not less than 1,000 holders, or (z) cash and such securities; (ii) a shareholder of a surviving corporation shall not have the right to dissent

from a plan of merger, if the merger did not require for its approval the vote of

such shareholders as provided in section 14A:10-5.1 or in subsection 14A:10-3(4), 14A:10-7(2) or 14A:10-7(4); (iii) a shareholder of a corporation shall not have the right to dissent from a plan

of merger, if the merger did not require, for its approval, the vote of the shareholders

as provided in subsection (6) of N.J.S.14A:10-3 ; or (b) Any sale, lease, exchange or other disposition of all or substantially all of

the assets of a corporation not in the usual or regular course of business as conducted

by such corporation, other than a transfer pursuant to subsection (4) of N.J.S.14A:10-11 , provided that, unless the certificate of incorporation otherwise provides, the shareholder

shall not have the right to dissent (i) with respect to shares of a class or series which, at the record date fixed to

determine the shareholders entitled to vote upon such transaction, is listed on a

national securities exchange or is held of record by not less than 1,000 holders;

or (ii) from a transaction pursuant to a plan of dissolution of the corporation which

provides for distribution of substantially all of its net assets to shareholders in

accordance with their respective interests within one year after the date of such

transaction, where such transaction is wholly for (A) cash; or (B) shares, obligations or other securities which, upon consummation of the plan of

dissolution will either be listed on a national securities exchange or held of record

by not less than 1,000 holders; or (C) cash and such securities; or (iii) from a sale pursuant to an order of a court having jurisdiction. (2) Any shareholder of a domestic corporation shall have the right to dissent with

respect to any shares owned by him which are to be acquired pursuant to section 14A:10-9 . (3) A shareholder may not dissent as to less than all of the shares owned beneficially

by him and with respect to which a right of dissent exists. A nominee or fiduciary may not dissent on behalf of any beneficial owner as to less

than all of the shares of such owner with respect to which the right of dissent exists. (4) A corporation may provide in its certificate of incorporation that holders of

all its shares, or of a particular class or series thereof, shall have the right to

dissent from specified corporate actions in addition to those enumerated in subsection

14A:11-1(1), in which case the exercise of such right of dissent shall be governed

by the provisions of this Chapter. (5) A shareholder entitled to dissent from a corporate action as enumerated in subsection

14A:11-1(1) or as specified pursuant to a corporation's certificate of incorporation

shall not have the right to challenge a corporate action from which a shareholder

has a right to dissent, regardless of whether the shareholder actually exercised the

right to dissent as to that action, except that a shareholder may challenge a corporate

action that was: (a) not effectuated in accordance with the applicable provisions of this Chapter or

the corporation's certificate of incorporation; or (b) procured as a result of fraud, material misrepresentation, or other deceptive

means.