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Preemptive 74. (1) Except as otherwise provided in the articles of
rights incorporation or in this section, in the event of:
(i) The proposed issuance by the corporation of
shares, whether or not of the same class as those
previously held, which would adversely affect the
voting rights or rights to current and liquidating
dividends of such holders;
(ii) The proposed issuance by the corporation of
securities convertible into or carrying an option to
purchase shares referred to in subsection (i) of this
subsection; or.
(iii) The granting by the corporation of any options
or rights to purchase shares or securities referred to
in subsection (i) or (ii) of this subsection.
the holders of shares of any class shall have the right,
during a reasonable time and on reasonable terms to be
determined by the board, to purchase such shares or other
securities, as nearly as practicable, in such proportion as
would, if such preemptive right were exercised, preserve
the relative rights to current and liquidating dividends and
voting rights of such holders and at a price or prices no less
favorable than the price at which such shares, securities,
options or rights are to be offered to other holders. The
holders of shares entitled to the preemptive right, and the
number of shares for which they have a preemptive right,
shall be determined by fixing a record date in accordance
with section 64 of Part VII of this Ordinance.
(2) Except as otherwise provided in the articles of
incorporation, shareholders shall have no preemptive right
to purchase:
(i) Shares or other securities issued to effect a
merger or consolidation;
(ii) Shares or other securities issued or optioned to
directors, officers, or employees of the corporation
as an incentive to service or continued service with
the corporation pursuant to an authorization given
by the shareholders, and by the vote of the holders
of the shares entitled to exercise preemptive rights
with respect to such shares;
(iii) Shares issued to satisfy conversion or option
rights previously granted by the corporation;
(iv) Treasury shares; or
(v) Shares or securities which are part of the shares
or securities of the corporation authorized in the
original articles of incorporation and are issued,
sold or optioned within two years from the date of
filing such articles.
(3) The holders of shares entitled to the preemptive right
shall be given prompt notice setting forth the period within
which and the terms and conditions upon which such
shareholders may exercise their preemptive right. Such
notice shall be given personally or by mail at least fifteen
days prior to the expiration of the period during which the
right may be exercised.