490.621 - ISSUANCE OF SHARES.

        490.621  ISSUANCE OF SHARES.         1.  The powers granted in this section to the board of directors      may be reserved to the shareholders by the articles of incorporation.         2.  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.         3.  Before the corporation issues shares, the board of directors      must 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.         4.  When the corporation receives the consideration for which the      board of directors authorized the issuance of shares, the shares      issued for that consideration are fully paid and nonassessable.         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, 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 canceled      in whole or in 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 exists consisting of at least a majority      of the votes entitled to be cast on the matter, if both of the      following conditions are satisfied:         (1)  The shares, other securities, or rights are issued for      consideration other than cash or cash equivalents.         (2)  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 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 shall be the greater of the      following:         (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 if consummation of one      transaction is made contingent on consummation of one or more of the      other transactions.  
         Section History: Recent Form
         89 Acts, ch 288, §41; 2002 Acts, ch 1154, §11, 125         Referred to in § 490.620, 490.622, 490.1104, 534.508