Section 351.182

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2005, 2 histories   

  351.182.  Stock warrants, options — terms — consideration. — 1.  Subject to any provisions in the articles of incorporation, every corporation may create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the corporation, rights or options entitling the holders thereof to purchase from the corporation any shares of its capital stock of any class or classes, such rights or options to be evidenced by or in such instrument or instruments as are approved by the board of directors, including resolutions of such board.  If at the time the corporation issues rights or options, there is insufficient authorized and unissued shares to provide the shares needed if and when the rights or options are exercised, the granting of the rights or options shall not be invalid solely by reason of the lack of sufficient authorized but unissued shares.

  2.  The terms upon which any such shares may be purchased from the corporation upon the exercise of any such right or option shall be as stated in the articles of incorporation, or in a resolution adopted by the board of directors providing for the creation and issue of such rights or options, and, in every case, shall be set forth or incorporated by reference in any instrument or instruments evidencing such rights or options.  Such terms may include, but not be limited to:

  (1)  The duration of such rights or options, which may be limited or unlimited;

  (2)  The price or prices at which any such shares may be purchased from the corporation upon the exercise of any such right or option;

  (3)  The holders by whom such rights or options may be exercised;

  (4)  The conditions to or which may preclude or limit the exercise, transfer or receipt of such rights or options, or which may invalidate or void such rights or options, including without limitation conditions based upon a specified number or percentage of outstanding shares, rights, options, convertible securities, or obligations of the corporation as to which any person or persons or their transferees own or offer to acquire; and

  (5)  The conditions upon which such rights or options may be redeemed.

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Such terms may be made dependent upon facts ascertainable outside the documents evidencing the rights, or the resolution providing for the issue of the rights or options adopted by the board of directors, if the manner in which the facts shall operate upon the exercise of the rights or options is clearly and expressly set forth in the document evidencing the rights or options, or in the resolution.  In the absence of actual fraud in the transaction, the judgment of the directors as to the consideration for the issuance of such rights or options and the sufficiency thereof and the terms of such rights or options shall be conclusive.  In case the shares of stock of the corporation to be issued upon the exercise of such rights or options shall be shares having a par value, the price or prices so to be received therefor shall not be less than the par value thereof.  In case the shares of stock so to be issued shall be shares of stock without par value, the consideration therefor shall be determined in the manner provided in section 351.185.  Nothing contained in subsection 1 of section 351.180 shall be deemed to limit the authority of the board of directors to determine, in its sole discretion, the terms of the rights or options issuable pursuant to this section.

  3.  The board of directors may, by a resolution adopted by the board, authorize one or more officers of the corporation to do one or both of the following:

  (1)  Designate officers and employees of the corporation or of any of its subsidiaries to be recipients of such rights or options created by the corporation;

  (2)  Determine the number of such rights or options to be received by such officers and employees;

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provided, however, that the resolution so authorizing such officer or officers shall specify the total number of rights or options such officer or officers may so award.  The board of directors may not authorize an officer to designate himself or herself as a recipient of any such rights or options.

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(L. 1986 S.B. 565, A.L. 1999 S.B. 278, A.L. 2003 S.B. 394, A.L. 2005 H.B. 678)