1.The powers granted in this section to the board of directors may be reserved to the
shareholders by the articles of incorporation.
2.Theboardofdirectorsmayauthorizesharestobeissuedforconsiderationconsistingof
any tangible or intangible property or benefit to the corporation, including cash, promissory
notes, services performed, contracts for services to be performed, or other securities of the
corporation.
3.Before the corporation issues shares, the board of directors shall determine that
the consideration received or to be received for shares to be issued is adequate. That
determinationbytheboardofdirectorsisconclusiveinsofarastheadequacyofconsideration
for the issuance of shares relates to whether the shares are validly issued, fully paid, and
nonassessable.
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1. The powers granted in this section to the board of directors may be reserved to the
shareholders by the articles of incorporation.
2. Theboardofdirectorsmayauthorizesharestobeissuedforconsiderationconsistingof
any tangible or intangible property or benefit to the corporation, including cash, promissory
notes, services performed, contracts for services to be performed, or other securities of the
corporation.
3. Before the corporation issues shares, the board of directors shall determine that
the consideration received or to be received for shares to be issued is adequate. That
determinationbytheboardofdirectorsisconclusiveinsofarastheadequacyofconsideration
for the issuance of shares relates to whether the shares are validly issued, fully paid, and
nonassessable.
4. When the corporation receives the consideration for which the board of directors
authorizedtheissuanceofshares,thesharesissuedthereforarefullypaidandnonassessable.
5. The corporation may place in escrow shares issued for a contract for future services
or benefits or a promissory note, or make other arrangements to restrict the transfer of the
shares, andmaycreditdistributionsinrespectofthesharesagainsttheirpurchaseprice, until
the services are performed, the benefits are received, or the note is paid. If the services are
not performed, the benefits are not received, or the note is not paid, the shares escrowed or
restricted and the distributions credited may be canceled in whole or part.
6. a. An issuance of shares or other securities convertible into or rights exercisable
for shares in a transaction or a series of integrated transactions requires approval of the
shareholders, at a meeting at which a quorum consisting of a majority, or such greater
number as the articles of incorporation may prescribe, of the votes entitled to be cast on the
matter exists, if all of the following conditions are satisfied:
(1) The shares, other securities, or rights are to be issued for consideration other than
cash or cash equivalents.
(2) Thevotingpowerofsharesthatareissuedandissuableasaresultofthetransactionor
series of integrated transactions will comprise more than twenty percent of the voting power
of the shares of the corporation that were outstanding immediately before the transaction.
b. For purposes of this subsection, the following shall apply:
(1) For purposes of determining the voting power of shares issued and issuable as a result
of a transaction or series of integrated transactions, the voting power of shares or other
securitiesconvertibleintoorrightsexercisableforsharesshallbethegreaterofthefollowing:
(a) The voting power of the shares to be issued.
(b) The voting power of the shares that would be outstanding after giving effect to the
conversion of convertible shares and other securities and the exercise of rights to be issued.
(2) A series of transactions is integrated only if consummation of one transaction is made
contingent on consummation of one or more of the other transactions.