PUERTO RICO GENERAL CORPORATIONS ACT
ARTICLE 10.13 APPRAISAL RIGHTS
This English translation of Article 10.13 is unofficial. The official translation of Article 10.13 is not yet available.
Article 10.13 Appraisal Rights.
A. Any stockholder of a corporation organized in the Commonwealth who:
(1) holds shares of capital stock on the date of the making of a demand pursuant to the provisions of subsection
(D) of this Article with respect to such shares;
(2) continuously holds such shares through the effective date of the merger or consolidation;
(3) has complied with the provisions of subsection (D) of this Article; and
(4) has not voted in favor of merger or consolidation nor consented in writing to the merger or consolidation pursuant
to Article 7.17 of this Act, shall be entitled to an appraisal by the Court of First Instance (Superior Part) of the fair value of
his shares of stock under the circumstances described in subsections (B) and (C) of this Article.
As used in this Article, the term “stockholder” means a holder of record of stock of a capital stock corporation, and also a
member of record of a nonstock corporation. The terms “capital stock” and “share” mean and include what is ordinarily
understood by such terms, as well as the status of members or the interest which members of a nonstock corporation have
therein. The words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in
one or more shares, or fractions thereof, of the stock of a corporation which is deposited with such depository.
B. The shares of any class or series of stock of a constituent corporation in a merger to be carried out in accordance with
the provisions of Articles 10.01, 10.02, 10.05, 10.08 and 10.09, shall have appraisal rights:
1. As long as the appraisal rights conferred under this Article are not made available to the shares of any class or
series of stock if such stock, or depository receipts in respect thereof, at the record