2006 New York Code - Preemptive Rights.

 
    § 6021. Preemptive rights. 1. As used in this section, the term:
    (a)  "Unlimited dividend rights" means the right without limitation as
  to amount either to all or to a share  of  the  balance  of  current  or
  liquidating  dividends  after  the  payment  of  dividends on any shares
  entitled to a preference.
    (b) "Equity  shares"  means  shares  of  any  class,  whether  or  not
  preferred  as  to  dividends  or  assets,  which have unlimited dividend
  rights.
    (c) "Voting rights" means the right to vote for the election of one or
  more directors, excluding a right so to vote which is dependent  on  the
  happening  of  an  event specified in the organization certificate which
  would change the voting rights of any class of shares.
    (d) "Voting shares" means  shares  of  any  class  which  have  voting
  rights.
    (e)  "Preemptive  right"  means  the right to purchase shares or other
  securities to be issued, as such right is defined in this section.
    2. Except as otherwise provided in the organization  certificate,  and
  except  as provided in this section, the holders of equity shares of any
  class, in case of the proposed issuance by the corporation of its equity
  shares of any class or any shares or other securities  convertible  into
  its  equity  shares  of  any class, shall, if the issuance of the equity
  shares proposed to be issued or issuable upon conversion of  such  other
  securities  would adversely affect the unlimited dividend rights of such
  holders, have the right during  a  reasonable  time  and  on  reasonable
  conditions,  both  to  be fixed by the board, to purchase such shares or
  securities in such proportions as shall be  determined  as  provided  in
  this section.
    3.  Except  as otherwise provided in the organization certificate, and
  except as provided in this section, the holders of voting shares of  any
  class, in case of the proposed issuance by the corporation of its voting
  shares  of  any class or any shares or other securities convertible into
  its voting shares of any class, shall, if the  issuance  of  the  voting
  shares  proposed  to be issued or issuable upon conversion of such other
  securities would adversely affect the voting  rights  of  such  holders,
  have  the  right  during a reasonable time and on reasonable conditions,
  both to be fixed  by  the  board,  to  purchase  such  shares  or  other
  securities  in  such  proportions  as shall be determined as provided in
  this section.
    4. The preemptive right provided for in  subdivisions  two  and  three
  shall  entitle stockholders having such rights to purchase the shares or
  other securities to be offered for sale as nearly as practicable in such
  proportions as would, if such preemptive right were exercised,  preserve
  the relative unlimited dividend rights and voting rights of such holders
  and  at a price or prices not less favorable than the price or prices at
  which such shares or other securities are proposed  to  be  offered  for
  sale  to  others,  without  deduction of such reasonable expenses of and
  compensation for the sale, underwriting or purchase of  such  shares  or
  other  securities  by underwriters or dealers as may lawfully be paid by
  the corporation. In case  each  of  the  shares  entitling  the  holders
  thereof to preemptive rights does not confer the same unlimited dividend
  right  or  voting  right,  the board shall apportion the shares or other
  securities  to  be  offered  for  sale  among  the  stockholders  having
  preemptive rights to purchase them in such proportions as in the opinion
  of the board shall preserve as far as practicable the relative unlimited
  dividend  rights  and  voting  rights of the holders at the time of such
  offering.  The apportionment made by the board shall, in the absence  of
  fraud or bad faith, be binding upon all stockholders.
    5.  Unless  otherwise provided in the organization certificate, shares
  or other securities offered for sale shall not be subject to  preemptive
  rights if they:
    (a)  Are  to  be issued by the board to effect a merger or offered for
  consideration other than cash;
    (b) Are to be issued or subjected to options under section one hundred
  forty-a or section three hundred thirteen of this chapter;
    (c) Are to be issued to satisfy conversion rights theretofore  granted
  by the corporation;
    (d) Are treasury shares; or
    (e)  Are  part  of  the  shares or other securities of the corporation
  authorized in its original organization certificate and are issued, sold
  or optioned within two years from the date of filing such certificate.
    6. Stockholders of record entitled to preemptive rights on the  record
  date  fixed  by  the  board  under  section six thousand four, or, if no
  record date is fixed, then on the record date determined  under  section
  six  thousand four, and no others shall be entitled to the right defined
  in this section.
    7. The board shall cause to be given to each stockholder  entitled  to
  purchase  shares  or other securities in accordance with this section, a
  notice directed to him in the manner provided in  section  six  thousand
  five  setting  forth  the time within which and the terms and conditions
  upon which the stockholder may purchase such shares or other  securities
  and  also  the  apportionment  made  of  the right to purchase among the
  stockholders entitled to preemptive rights. Such notice shall  be  given
  personally  or  by mail at least fifteen days prior to the expiration of
  the period  during  which  the  stockholder  shall  have  the  right  to
  purchase.  All stockholders entitled to preemptive rights to whom notice
  shall  have been given as aforesaid shall be deemed conclusively to have
  had a reasonable time in which to exercise their preemptive rights.
    8. Shares or other securities which have been offered to  stockholders
  having  preemptive  rights to purchase and which have not been purchased
  by them within the time fixed by the board may thereafter, for a  period
  of  not  exceeding  one year following the expiration of the time during
  which stockholders might  have  exercised  such  preemptive  rights,  be
  issued  or  sold  to  any  other  person  or persons at a price, without
  deduction of such reasonable expenses of and compensation for the  sale,
  underwriting  or  purchase  of such shares by underwriters or dealers as
  may lawfully be paid by the corporation, not less  than  that  at  which
  they  were  offered  to  such  stockholders.  Any  such  shares or other
  securities not so issued or sold to others during such one  year  period
  shall   thereafter   again  be  subject  to  the  preemptive  rights  of
  stockholders.
    9. Except as otherwise provided in the  organization  certificate  and
  except as provided in this section, no holder of any shares of any class
  shall  as  such  holder  have any preemptive right to purchase any other
  shares or securities of any class which at  any  time  may  be  sold  or
  offered for sale by the corporation.