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.
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