ALBERT C. RITCHIE, GOVERNOR. 1353

or of shares into which such securities are convertible, or for a
consideration other than money the actual value of which is less
than the par value of such shares or of the shares into which such
securities are convertible.

(9) A statement that the actual value of any consideration,
in the opinion of a board of directors or as fixed by incorpora-
tors, is not less than a certain sum is a sufficient statement of
value to comply with any of the requirements of Sections 35-B,
35-C and 35-D. This paragraph (9) shall not be construed as
implying that in the absence of this paragraph (9) the re-
quirements of Sections 35-B, 35-C and 35-D could properly be
otherwise construed.

35-C. The charter of any corporation of this State may em-
power the board of directors thereof to authorize the issuance
from time to time of shares of its stock of any class and/or con-
vertible securities for a certain specified consideration or certain
specified considerations, subject to such limitations and restric-
tions, if any, as may be set forth in the charter or in the by-laws
of the corporation. Such authorization, however, shall not be
effective for the purposes of this section unless such charter
shall set forth:

(a) In the case of stock and/or convertible securities author-
ized to be issued for money, the maximum number of shares
and/or the maximum amount of convertible securities author-
ized to be so issued and the minimum price to be received for
each share of each class or the minimum price to be received for
a given number of shares of one or more classes and/or for a
given amount of convertible securities, as the case may be.

(b) In the case of stock and/or convertible securities author-
ized to be issued for a consideration other than money, the num-
ber of shares of each class and/or the amount of convertible se-
curities authorized to be issued therefor, a particular description
of such consideration, showing its nature and character, and the
actual value of such consideration as fixed by the incorporators,
or by the board of directors in the case of an amendment to the
charter.

(c) The terms in detail upon which any convertible securi-
ties authorized to be issued are convertible into stock of the cor-
poration.

35-D. The charter of any corporation of this State may em-
power the board of directors thereof to authorize the issuance