§ 505. Rights and options to purchase shares; issue of rights and\n options to directors, officers and employees.\n (a) (1) Except as otherwise provided in this section or in the\ncertificate of incorporation, a corporation may create and issue,\nwhether or not in connection with the issue and sale of any of its\nshares or bonds, rights or options entitling the holders thereof to\npurchase from the corporation, upon such consideration, terms and\nconditions as may be fixed by the board, shares of any class or series,\nwhether authorized but unissued shares, treasury shares or shares to be\npurchased or acquired or assets of the corporation.\n (2) (i) In the case of a domestic corporation that has a class of\nvoting stock registered with the Securities and Exchange Commission\npursuant to section twelve of the Exchange Act, the terms and conditions\nof such rights or options may include, without limitation, restrictions\nor conditions that preclude or limit the exercise, transfer or receipt\nof such rights or options by an interested shareholder or any transferee\nof any such interested shareholder or that invalidate or void such\nrights or options held by any such interested shareholder or any such\ntransferee. For the purpose of this subparagraph, the terms "voting\nstock", "Exchange Act" and "interested shareholder" shall have the same\nmeanings as set forth in section nine hundred twelve of this chapter;\n (ii) Determinations of the board of directors whether to impose,\nenforce or waive or otherwise render ineffective such limitations or\nconditions as are permitted by clause (i) of this subparagraph shall be\nsubject to judicial review in an appropriate proceeding in which the\ncourts formulate or apply appropriate standards in order to insure that\nsuch limitations or conditions are imposed, enforced or waived in the\nbest long-term interests and short-term interests of the corporation and\nits shareholders considering, without limitation, the prospects for\npotential growth, development, productivity and profitability of the\ncorporation.\n (b) The consideration for shares to be purchased under any such right\nor option shall comply with the requirements of section 504\n(Consideration and payment for shares).\n (c) The terms and conditions of such rights or options, including the\ntime or times at or within which and the price or prices at which they\nmay be exercised and any limitations upon transferability, shall be set\nforth or incorporated by reference in the instrument or instruments\nevidencing such rights or options.\n (d) The issue of such rights or options to one or more directors,\nofficers or employees of the corporation or a subsidiary or affiliate\nthereof, as an incentive to service or continued service with the\ncorporation, a subsidiary or affiliate thereof, or to a trustee on\nbehalf of such directors, officers or employees, shall be authorized as\nrequired by the policies of all stock exchanges or automated quotation\nsystems on which the corporation's shares are listed or authorized for\ntrading, or if the corporation's shares are not so listed or authorized,\nby a majority of the votes cast at a meeting of shareholders by the\nholders of shares entitled to vote thereon, or authorized by and\nconsistent with a plan adopted by such vote of shareholders. If, under\nthe certificate of incorporation, there are preemptive rights to any of\nthe shares to be thus subject to rights or options to purchase, either\nsuch issue or such plan, if any shall also be approved by the vote or\nwritten consent of the holders of a majority of the shares entitled to\nexercise preemptive rights with respect to such shares and such vote or\nwritten consent shall operate to release the preemptive rights with\nrespect thereto of the holders of all the shares that were entitled to\nexercise such preemptive rights.\n In the absence of preemptive rights, nothing in this paragraph shall\nrequire shareholder approva
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