(a)The powers granted in this section to the board of
directors may be reserved to the shareholders by the articles of
incorporation.
(b)The board of directors may authorize shares to be
issued for consideration consisting of 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.
(c)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
determination by the board of directors is conclusive insofar as
the adequacy of consideration for the issuance of shares relates
to whether the shares are validly issued, fully paid, and
nonassessa
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(a) The powers granted in this section to the board of
directors may be reserved to the shareholders by the articles of
incorporation.
(b) The board of directors may authorize shares to be
issued for consideration consisting of 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.
(c) 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
determination by the board of directors is conclusive insofar as
the adequacy of consideration for the issuance of shares relates
to whether the shares are validly issued, fully paid, and
nonassessable.
(d) When the corporation receives the consideration for
which the board of directors authorized the issuance of shares,
the shares issued therefor are fully paid and nonassessable.
(e) 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, and may credit distributions in respect of the shares
against their purchase price, until the services are performed,
the note is paid, or the benefits received. If the services are
not performed, the note is not paid, or the benefits are not
received, the shares escrowed or restricted and the
distributions credited may be cancelled in whole or part.
(f)(i) 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
exists, if:
(A) The shares, other securities, or rights are
issued for consideration other than cash or cash equivalents;
and
(B) The voting power of shares that are issued
and issuable as a result of the transaction or series of
integrated transactions will comprise more than twenty percent
(20%) of the voting power of the shares of the corporation that
were outstanding immediately before the transaction.
(ii) In this subsection:
(A) 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
shall be the greater of:
(I) The voting power of the shares to be
issued; or
(II) 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.
(B) A series of transactions is integrated if
consummation of one (1) transaction is made contingent on
consummation of one (1) or more of the other transactions.