§ 622. Preemptive rights.\n (a) As used in this section, the term:\n (1) "Unlimited dividend rights" means the right without limitation as\nto amount either to all or to a share of the balance of current or\nliquidating dividends after the payment of dividends on any shares\nentitled to a preference.\n (2) "Equity shares" means shares of any class, whether or not\npreferred as to dividends or assets, which have unlimited dividend\nrights.\n (3) "Voting rights" means the right to vote for the election of one or\nmore directors, excluding a right so to vote which is dependent on the\nhappening of an event specified in the certificate of incorporation\nwhich would change the voting rights of any class of shares.\n (4) "Voting shares" means shares of any class which have voting\nrights, but does not include bonds on which voting rights are conferred\nunder section 518 (Corporate bonds).\n (5) "Preemptive right" means the right to purchase shares or other\nsecurities to be issued or subjected to rights or options to purchase,\nas such right is defined in this section.\n (b) (1) With respect to any corporation incorporated prior to the\neffective date of subparagraph (2) of this paragraph, except as\notherwise provided in the certificate of incorporation, and except as\nprovided in this section, the holders of equity shares of any class, in\ncase of the proposed issuance by the corporation of, or the proposed\ngranting by the corporation of rights or options to purchase, its equity\nshares of any class or any shares or other securities convertible into\nor carrying rights or options to purchase its equity shares of any\nclass, shall, if the issuance of the equity shares proposed to be issued\nor issuable upon exercise of such rights or options or upon conversion\nof such other securities would adversely affect the unlimited dividend\nrights of such holders, have the right during a reasonable time and on\nreasonable conditions, both to be fixed by the board, to purchase such\nshares or other securities in such proportions as shall be determined as\nprovided in this section.\n (2) With respect to any corporation incorporated on or after the\neffective date of this subparagraph, the holders of such shares shall\nnot have any preemptive right, except as otherwise expressly provided in\nthe certificate of incorporation.\n (c) Except as otherwise provided in the certificate of incorporation,\nand except as provided in this section, the holders of voting shares of\nany class having any preemptive right under this paragraph on the date\nimmediately prior to the effective date of subparagraph (2) of paragraph\n(b) of this section, in case of the proposed issuance by the corporation\nof, or the proposed granting by the corporation of rights or options to\npurchase, its voting shares of any class or any shares or other\nsecurities convertible into or carrying rights or options to purchase\nits voting shares of any class, shall, if the issuance of the voting\nshares proposed to be issued or issuable upon exercise of such rights or\noptions or upon conversion of such other securities would adversely\naffect the voting rights of such holders, have the right during a\nreasonable time and on reasonable conditions, both to be fixed by the\nboard, to purchase such shares or other securities in such proportions\nas shall be determined as provided in this section.\n (d) The preemptive right provided for in paragraphs (b) and (c) shall\nentitle shareholders having such rights to purchase the shares or other\nsecurities to be offered or optioned for sale as nearly as practicable\nin such proportions as would, if such preemptive right were exercised,\npreserve the relative unlimited dividend rights and voting rights of\nsuch holders and at a price or prices not less favorable than the price\nor prices at which such shares or other securities are proposed to be\noffered for sale to others, without deduction of such reasonable\nexpenses of and co
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