17:9A-125 - Certificates of incorporation and of amendment and merger agreements; provisions
17:9A-125. Certificates of incorporation and of amendment and merger agreements; provisions
A. The certificate of incorporation of every bank hereafter authorized to issue preferred stock upon its organization pursuant to section 16, and the certificate of amendment to the certificate of incorporation of every other bank hereafter issuing preferred stock, and every merger agreement hereafter effected which provides for the issuance of preferred stock shall state:
(1) The number of classes of preferred stock to be issued, and the number of shares in each class;
(2) The par value of the shares of each class of preferred stock;
(3) The issue price of each share of preferred stock, except that, when preferred stock is issued in exchange for the capital stock of a merging bank pursuant to Article 21, the issue price shall be the par value of such preferred stock;
(4) When the issue price exceeds the par value, the use to which the excess over the par value is to be put;
(5) The priorities, preferences, and rights of each class of preferred stock;
(6) If the preferred stock is to be subject to retirement, the retirement price of each share thereof;
(7) If the preferred stock is to be subject to conversion into common stock, the terms and conditions upon which such conversion shall be effected;
(8) The rate of dividend to be paid on the preferred stock, and whether such rate is to be based upon the par value or the issue price of the stock;
(9) If a sinking fund is to be established for the retirement of preferred stock, the terms and conditions governing the establishment and maintenance of such fund;
(10) The amount which shall be paid upon each such share of preferred stock upon the dissolution of the bank.
B. In addition to the matters required by subsection A of this section, the original or amended certificate of incorporation and the merger agreement pursuant to which preferred stock is issued may contain such other provisions as may be necessary or convenient, including, by way of description and not by way of limitation,
(1) A provision that, upon a meeting called to approve the voluntary dissolution of the bank, the holders of preferred stock may have two votes for each share of stock;
(2) A provision for the increase of the common stock, without further act of the stockholders, upon the conversion of preferred stock into common stock;
(3) A provision that, upon the issuance of preferred stock, or upon the issuance of common stock to effect a conversion of preferred stock, such stock may be issued without an offer thereof to existing stockholders.
L.1948, c. 67, p. 278, s. 125. Amended by L.1977, c. 417, s. 3, eff. Feb. 24, 1978.