New York Business Corporation Law Section 1002 - Dissolution under provision in certificate of incorporation.

1002. Dissolution under provision in certificate of incorporation.
(a)  The certificate of incorporation may contain a provision that any
  shareholder, or the holders of any specified  number  or  proportion  of
  shares  or  votes of shares, or of any specified number or proportion of
  shares or votes of shares of any class or series  thereof,  may  require
  the  dissolution  of the corporation at will or upon the occurrence of a
  specified event. If the certificate of  incorporation  contains  such  a
  provision,  a certificate of dissolution under section 1003 (Certificate
  of dissolution; contents) may be signed, verified and delivered  to  the
  department   of   state   as   provided  in  section  104  (Certificate;
  requirements, signing,  filing,  effectiveness)  when  authorized  by  a
  holder  or  holders  of  the  number or proportion of shares or votes of
  shares specified in such provision, given  in  such  manner  as  may  be
  specified therein, or if no manner is specified therein, when authorized
  on written consent signed by such holder or holders; or such certificate
  may  be  signed, verified and delivered to the department by such holder
  or holders or by such of them as are designated by them.
(b) An amendment of the certificate  of  incorporation  which  adds  a
  provision  permitted  by  this  section, or which changes or strikes out
  such a provision, shall be authorized at a meeting  of  shareholders  by
  vote  of  all  outstanding  shares, whether or not otherwise entitled to
  vote on any amendment, or of such lesser proportion  of  shares  and  of
  such  class  or  series  of  shares, but not less than a majority of all
  outstanding shares entitled to vote on any amendment, as may be provided
  specifically in the certificate of incorporation for adding, changing or
  striking out a provision permitted by this section.
(c) If the certificate of incorporation of any corporation contains  a
  provision  authorized  by  this section, the existence of such provision
  shall be noted conspicuously on the face or back  of  every  certificate
  for shares issued by such corporation.

Last modified: February 3, 2019