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Session Laws, 1988
Volume 770, Page 2741   View pdf image
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WILLIAM DONALD SCHAEFER, Governor Ch. 281

(II) DELIVER THE ARTICLES TO THE DEPARTMENT FOR
FILING.

(2) THE ARTICLES SHALL SET FORTH:

(I)  THE NAME OF THE CORPORATION;

(II)  THE FACT THAT THE BOARD OF DIRECTORS IS
STOCKHOLDERS OF THE CORPORATION ARE AMENDING THE CHARTER UNDER
THIS SECTION;

(III)  THE REDUCTION IN THE NUMBER OF AUTHORIZED
SHARES, ITEMIZED BY CLASS AND SERIES; AND

(IV)  THE TOTAL NUMBER OF AUTHORIZED SHARES,
ITEMIZED BY CLASS AND SERIES, REMAINING AFTER REDUCTION OF THE
AUTHORIZED SHARES.

[2-311.

(a)  (1) A corporation may not   purchase or redeem shares of
its stock that the charter provides   are redeemable at the time of
the redemption or purchase for     a consideration greater than
either:

(i) The redemption price at the time of the
acquisition; or

(ii) Unless a sinking fund or similar provision
of the charter requires otherwise, the net asset value per share.

(2) In determining net asset value per share under
this subsection, assets are attributable to the classes of stock
in the order of their respective seniority. However, in the case
of redeemable stock the amount may not exceed the current
redemption price.

(b)  If authorized by its charter, a corporation, the
business of which substantially consists of holding, investing,
or reinvesting in stock or securities or a corporation which is
organized for that purpose, may redeem or purchase shares of its
own stock for consideration not exceeding:

(1)  The proportionate interests of the shares of
stock in the assets of the corporation; or

(2)  The cash equivalent of the proportionate interest
of the shares of stock in the assets of the corporation.

(c)  A corporation may not purchase or redeem any of its
stock if the corporation is insolvent or the transaction would
cause the corporation to become insolvent.

- 2741 -

 

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Session Laws, 1988
Volume 770, Page 2741   View pdf image
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