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Reacquired 42. (1) Shares that have been issued and have been purchased,
shares. redeemed or otherwise reacquired by a corporation shall be
cancelled if they are reacquired out of stated capital, or if
they are converted shares, or if the articles of incorporation
require that such shares be cancelled upon reacquisition.
(2) Any shares reacquired by the corporation and not
required to be cancelled may be either retained as treasury
shares or cancelled by the board at the time of reacquisition
or at any time thereafter.
(3) Neither the retention of reacquired shares as treasury
shares, nor their subsequent distribution to shareholders or
disposition for a consideration shall change the stated
capital. Treasury shares may be disposed of for such
consideration as the directors may fix. When treasury
shares are disposed of for a consideration, the surplus shall
be increased by the full amount of the consideration
received.
(4) When reacquired shares other than converted shares are
cancelled, the stated capital of the corporation shall be
reduced by the amount of stated capital then represented by
the.shares so cancelled. The amount by which stated capital
has been reduced by cancellation of reacquired shares
during a stated period of time shall be disclosed in the next
financial statement covering such period that is furnished
by the corporation to all its shareholders, or if practicable,
in the first notice of dividend or share distribution that is
furnished to the holders of each class or series of its shares
between the end of the period and the next such financial
statement, and in any event to all its shareholders within six
months of the date of the reduction of capital.
(5) Shares cancelled under this section shall be restored to
the status of authorized but unissued shares, except that if
the articles of incorporation prohibit the reissue of any
shares required or permitted to be cancelled under this
section, the board shall approve and deliver to the Registrar
of Companies articles of amendment under Part IX
eliminating such shares from the number of authorized
shares.

 

 

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