C. 
Subsequent Acquisition of Shares



by
Shareholders and Corporation



 



[§414-101]  Shareholders' preemptive rights. 
(a)  The shareholders of a corporation do not have a preemptive right to
acquire the corporation's unissued shares except to the extent the articles of
incorporation so provide.



(b)  A statement included in the articles of
incorporation that "the corporation elects to have preemptive rights"
(or words of similar import) means that the following principles apply except
to the extent the articles of incorporation expressly provide otherwise:



(1)  The shareholders of the corporation have a
preemptive right, granted on uniform terms and conditions prescribed by the
board of directors to provide a fair and reasonable opportunity to exercise the
right, to acquire proportional amounts of the corporation's unissued shares
upon the decision of the board of directors to issue them;



(2)  A shareholder may waive the shareholder's
preemptive right.  A waiver evidenced by a writing is irrevocable even though
it is not supported by consideration;



(3)  There is no preemptive right with respect to:



(A)  Shares issued as compensation to
directors, officers, agents, or employees of the corporation, its subsidiaries
or affiliates;



(B)  Shares issued to satisfy conversion or
option rights created to provide compensation to directors, officers, agents,
or employees of the corporation, its subsidiaries or affiliates;



(C)  Shares authorized in articles of
incorporation that are issued within six months from the effective date of
incorporation; or



(D)  Shares sold otherwise than for money;



(4)  Holders of shares of any class without general
voting rights but with preferential rights to distributions or assets have no
preemptive rights with respect to shares of any class;



(5)  Holders of shares of any class with general
voting rights but without preferential rights to distributions or assets have
no preemptive rights with respect to shares of any class with preferential
rights to distributions or assets unless the shares with preferential rights
are convertible into or carry a right to subscribe for or acquire shares
without preferential rights; or



(6)  Shares subject to preemptive rights that are not
acquired by shareholders may be issued to any person for a period of one year
after being offered to shareholders at a consideration set by the board of
directors that is not lower than the consideration set for the exercise of
preemptive rights.  An offer at a lower consideration or after the expiration
of one year is subject to the shareholders' preemptive rights.



(c)  For purposes of this section,
"shares" includes a security convertible into or carrying a right to
subscribe for or acquire shares.



(d)  Nothing in this section shall affect the
validity of any action taken prior to April 21, 1953, by any corporation. [L
2000, c 244, pt of §1]