MARVIN MANDEL, Governor

1549

ISSUES, INCLUDING:

(1)    THE NUMBER OF SHARES OF STOCK OF EACH
CLASS ISSUED FOR THE CONSIDERATION; AND

(II) THE STATED CAPITAL ATTRIBUTABLE TO THE
ISSUED SHARES OF STOCK OF EACH CLASS; AND

(2)    THE AMOUNT AND NATURE OF THE MONEY OR
OTHER CONSIDERATION IT RECEIVES FOR THE CONVERTIBLE
SECURITIES WHICH IT ISSUES.

(B) HOW CONSIDERATION ALLOCATED.

IF STOCK WITH PAR VALUE AND STOCK WITHOUT PAR VALUE
ARE ISSUED TOGETHER FOR A PARTICULAR CONSIDERATION, THE
AMOUNT BY WHICH THE CONSIDERATION EXCEEDS THE AGGREGATE
PAR VALUE OF THE STOCK WITH PAR VALUE CONSTITUTES THE
CONSIDERATION RECEIVED FOR THE STOCK WITHOUT PAR VALUE.

REVISOR'S NOTE: Subsection (a) of this section
presently appears as Art. 23, §23.

Subsection (b) of this section presently
appears as Art. 23, §24(c).

The only changes are in style.

With respect to the consideration received for
stock issued as a dividend, see §2—203(c).

2-303. DETERMINATION OF AMOUNT OF STATED CAPITAL AND
CAPITAL SURPLUS.

(A)   STOCK WITH PAR VALUE.

(1)   THE ENTIRE CONSIDERATION RECEIVED BY A
CORPORATION FOR ISSUING STOCK WITH PAR VALUE CONSTITUTES
STATED CAPITAL TO THE EXTENT OF THE AGGREGATE PAR VALUE
OF THE STOCK.

(2)    ANY CONSIDERATION RECEIVED IN EXCESS OF
THE AGGREGATE PAR VALUE CONSTITUTES CAPITAL SURPLUS.

(B)   STOCK WITHOUT PAR VALUE.

(1)   EXCEPT AS PERMITTED BY PARAGRAPH (2) OF
THIS SUBSECTION, THE ENTIRE CONSIDERATION RECEIVED BY A
CORPORATION FOR ISSUING STOCK WITHOUT PAR VALUE
CONSTITUTES STATED CAPITAL.

(2)    BEFORE ISSUING STOCK WITHOUT PAR VALUE,
THE BOARD OF DIRECTORS MAY ALLOCATE ANY PORTION OF THE
CONSIDERATION TO CAPITAL SURPLUS. HOWEVER, IF THE STOCK