1. (1) As used in this section, "new entity" means a:

   1. (a) merging entity;
   2. (b) converting entity; or
   3. (c) domesticating entity.

2. (2) An interest holder of a new entity is entitled to an appraisal right in connection with the merger, conversion, or domestication if the interest holder would have been entitled to an appraisal right under the new entity's organic law unless:

   1. (a) the organic law permits the organic rules to limit or eliminate the availability of an appraisal right; and
   2. (b) the organic rules limit or eliminate the availability of an appraisal right.

3. (3) An interest holder in a new entity is entitled to a contractual appraisal right in connection with the merger, conversion, or domestication to the extent provided in:

   1. (a) the new entity's organic rules;
   2. (b) the plan; or
   3. (c) for a business corporation, an action of the business corporation's governors.

Enacted by Chapter 93, 2026 General Session