THEODORE R. MCKELDIN, GOVERNOR 287

or convertible securities shall be issued or shall be valid unless
the issuance of the shares of stock or convertible securities
subject thereto, upon the terms expressed in such warrants or
options, has been authorized in accordance with the pro-
visions of this (section.

(j) The requirements of this section shall not be applicable
to the issuance of shares of stock or convertible securities as
part of and pursuant to a reclassification of stock effected by
amendment of the charter or to a consolidation or merger
made pursuant to applicable provisions of this Article.

17. (Stock Issuance Statement. ) (a) Every stock issuance
statement filed for record with the Commission pursuant to
this sub-title, shall:

(1) Set forth the consideration payable in money to be re-
ceived by the corporation for the shares of stock or convertible
securities to be issued, giving both the price per share (or per
$100 or $1000 of principal value of convertible obligations)
and the aggregate price so to be received.

(2) Describe fairly any consideration other than money to
be received for such shares of stock or convertible securities,
and state the actual value thereof as determined by the board
of directors.

(3) State that the issuance of said shares of stock or con-
vertible securities, or both, on the terms set forth was duly
authorized by the board of directors and approved by such
vote, if any, of the holders of any one or more classes of stock
of the corporation as may be required by this sub-title or by
the charter or the by-laws.

(b) The stock issuance statement shall be signed and
acknowledged in the name and on behalf of the corporation by
the president or a vice-president, the corporate seal shall be
affixed and attested by the secretary or an assistant secretary,
and the matters and facts¹ set forth in said articles with re-
spect to authorization and approval shall be verified tinder
oath by the chairman or the secretary of the meeting at which
the issuance was finally authorized or approved.

18. (Payment for Stock and Convertible Securities. ) (a)
The consideration for the issuance of shares of stock or con-
vertible securities, or the consideration for the issuance of
warrants or options purporting to confer or evidence rights
to subscribe to or otherwise acquire any such shares of stock
or convertible securities, may be paid in whole or in part in
money, in other property, tangible or intangible, or in labor
or services actually performed for the corporation. Future