(a) General rule.-- A bylaw of a statutory close corporation adopted by the shareholders may include a provision granting to any shareholder, or to the holders of any specified number or percentage of shares of any class of shares, an option to have the corporation dissolved at will or upon the occurrence of any specified event or contingency. Whenever the option to dissolve is exercised, the shareholders exercising the option shall give written notice thereof to all other shareholders. After the expiration of 30 days following the sending of the notice, the dissolution of the corporation shall proceed as if the required number of shareholders having voting rights had consented in writing to dissolution of the corporation as provided by Subchapter F of Chapter 19 (relating to voluntary dissolution and winding up). (b) Amendment adding option.-- If the bylaws do not contain a provision authorized by subsection (a), the bylaws may be amended to include such a provision if adopted by the unanimous vote of all the shareholders, regardless of any limitations stated in the bylaws on the voting rights of any class, unless the original bylaws, or bylaws adopted by such a unanimous vote, specifically authorize such an amendment to be adopted by a specified vote of shareholders, which shall not be less than the minimum vote. (c) Notice on shares.-- If the bylaws contain a provision authorized by this section, the existence of the provision shall be noted conspicuously on every share certificate issued by the corporation unless the certificate complies with section 2321(c) (relating to notice of statutory close corporation status). CHAPTER 25 REGISTERED CORPORATIONS Subchapter A. Preliminary Provisions B. Powers, Duties and Safeguards C. Directors and Shareholders D. Fundamental Changes Generally E. Control Transactions F. Business Combinations G. Control-Share Acquisitions H. Disgorgement by Certain Controlling Shareholders Following Attempts to Acquire Control I. Severance Compensation for Employees Terminated Following Certain Control-Share Acquisitions J. Business Combination Transactions - Labor Contracts SUBCHAPTER A PRELIMINARY PROVISIONS Sec. 2501. Application and effect of chapter. 2502. Registered corporation status. 2503. Acquisition of registered corporation status. 2504. Termination of registered corporation status.
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