New Jersey § 14a:11-3

§ 14a:11-3.

(1) A shareholder who has made demand for the payment of his shares in the manner

prescribed by subsection 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) is hereafter in this

Chapter referred to as a “dissenting shareholder.” (2) Upon making such demand, the dissenting shareholder shall cease to have any of

the rights of a shareholder except the right to be paid the fair value of his shares

and any other rights of a dissenting shareholder under this Chapter. (3) “Fair value” as used in this Chapter shall be determined (a) As of the day prior to the day of the meeting of shareholders at which the proposed

action was approved or as of the day prior to the day specified by the corporation

for the tabulation of consents to such action if no meeting of shareholders was held;

or (b) In the case of a merger pursuant to section 14A:10-5.1 or subsection 14A:10-7 (4) in which shareholder approval is not required, as of the day prior to the day on

which the board of directors approved the plan of merger; or (c) In the case of an acquisition of all the shares or all the shares of a class or

series by another corporation pursuant to section 14A:10-9 , as of the day prior to the day on which the board of directors of the acquiring

corporation authorized the acquisition, or, if a shareholder vote was taken pursuant

to section 14A:10-12 , as of the day provided in paragraph 14A:11-3(3)(a). In all cases, “ fair value ” shall exclude any appreciation or depreciation resulting from the proposed action.