§ 312. Unissued securities and reorganization.
1.The holders of\ncapital stock of such corporation shall not, as such, have any\npre-emptive or preferential right to purchase or subscribe for any part\nof the unissued or new issue of capital stock of such corporation,\nwhether now or hereafter authorized or issued, or to purchase or\nsubscribe for any bonds or other obligations, whether or not convertible\ninto stock of such corporation, now or hereafter authorized or issued.\n 2. Whenever a compromise or arrangement or any plan of reorganization\nof such corporation is proposed between such corporation and its\ncreditors, members or stockholders, the supreme court, by virtue of its\ngeneral equity powers, may on application of such corporation or of any\ncreditor, member or stockholde
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§ 312. Unissued securities and reorganization. 1. The holders of\ncapital stock of such corporation shall not, as such, have any\npre-emptive or preferential right to purchase or subscribe for any part\nof the unissued or new issue of capital stock of such corporation,\nwhether now or hereafter authorized or issued, or to purchase or\nsubscribe for any bonds or other obligations, whether or not convertible\ninto stock of such corporation, now or hereafter authorized or issued.\n 2. Whenever a compromise or arrangement or any plan of reorganization\nof such corporation is proposed between such corporation and its\ncreditors, members or stockholders, the supreme court, by virtue of its\ngeneral equity powers, may on application of such corporation or of any\ncreditor, member or stockholder thereof, or on the application of any\nreceiver or receivers appointed for such corporation, order a meeting of\nsuch creditors, members or stockholders, as the case may be, as may be\naffected by the proposed compromise or arrangement or plan of\nreorganization, which shall be called in such manner as the said court\ndirects. If, at such meeting, such compromise or arrangement or plan of\nreorganization is agreed to by or on behalf of the creditors, if\naffected thereby, holding two-thirds in amount of the claims against\nsuch corporation, and by or on behalf of the stockholders, if affected\nthereby, holding the majority of capital stock, and by or on behalf of\nthe members, if affected thereby, holding two-thirds in amount of the\noutstanding notes or other interest-bearing obligations of such\ncorporation as provided for in section three hundred seven of this\narticle, and if such agreement shall be further evidenced by the written\nacceptance of said creditors, stockholders and members, duly filed in\nthe said court, such compromise or arrangement or plan of reorganization\nshall, if approved by the said court as just and equitable, be binding\non all creditors, stockholders or members, as the case may be, who are\naffected thereby, and also on such corporation. All persons who become\ncreditors, stockholders or members of such corporation shall be deemed\nto have become creditors, stockholders or members subject in all\nrespects to this section, and the same shall be absolutely binding upon\nthem. For the purposes of this subdivision only, members shall not be\ndeemed to be creditors and shall act under this subdivision as a\nseparate class.\n