806 ARTICLE 23

(2) Any such corporation may purchase for retirement and thereby
retire any shares of its own stock subject to redemption at the time of
such purchase. Any shares of such stock so retired by purchase or retired
by redemption shall thereafter have the status of authorized but unissued
capital stock of the corporation and, until the classification thereof shall
have been changed, shall retain the classification obtaining before such
retirement; provided, however, that, if under the charter the shares so
retired may not be reissued, the authorized capital stock of the class to
which such shares belong shall be deemed to have been reduced by the
number of shares of such stock so retired. No proceeding for the reduction
of the issued capital stock of the corporation or amendment of its charter
shall be necessary to effectuate such retirement or such reduction. For
the purposes of the succeeding paragraphs of this Section every purchase
for retirement of shares of stock subject to redemption shall be deemed
and taken to be a redemption thereof and the term "purchase" whenever
used therein shall be construed not to include either any purchase for retire-
ment of shares of stock subject to redemption or any redemption thereof.

(3) Any such corporation thereunto authorized by its charter or by the
vote, at a meeting duly called and held, of the holders of two-thirds of all
the shares (or, if two or more classes of shares have been issued, two-thirds
of each class) outstanding and entitled to vote thereon, may purchase
shares of its own stock of any class out of its surplus, including surplus
created by a reduction of the amount of the issued capital stock under
Section 32.

(4) Any shares of its own stock acquired by gift, bequest or purchase
by any such corporation, unless acquired for retirement, may be held by
such corporation or sold or otherwise disposed of by it from time to time for
its corporate purposes.

(5) Any shares of its own stock acquired by any such corporation by
gift, bequest or purchase may be retired by reduction of the amount of
issued capital stock of the corporation in the manner provided by Sec-
tion 32.

(6) No acquisition by any such corporation by gift, bequest or pur-
chase of shares of its own stock which have not been fully paid shall
release, or be made the basis of a release of, the liability of the holders
thereof unless the assets of the corporation remaining immediately after
such release shall be not less than the debts of the corporation plus the
amount of its issued capital stock.

(7) No such corporation shall purchase any shares of its own stock
unless the assets of the corporation remaining immediately after such pur-
chase shall be not less than the debts of the corporation plus the amount
of its issued capital stock, and no such corporation shall redeem any shares
of its own stock unless the assets of the corporation remaining immediately
after such redemption shall be not less than the debts of the corporation
plus the amount of its issued capital stock (exclusive of the stock so
redeemed). If any such purchase or redemption is made in violation of
this paragraph the persons receiving payments therefor shall severally be
and remain liable to the corporation or its receiver, trustee or other person
winding up its affairs to the extent of the payments to them respectively
for the debts of the corporation existing at the time of such payments,
or, in the case of a purchase out of surplus created by a reduction of the
amount of issued capital stock under Section 32, for the debts of the cor-
poration existing at the time of such reduction as provided in Section 32.