Alabama § 10A-2A-6.21 - Issuance of Stock.

§ 10A-2A-6.21. Issuance of Stock.

(a) The powers granted in this section to the board of directors may be reserved to the stockholders by the certificate of incorporation.

(b) The board of directors may authorize stock to be issued for consideration consisting of a contribution. Stock may be issued in one or more transactions, in the numbers, at the time and for the consideration as set forth in a resolution of the board of directors.

(c) A resolution of the board of directors may delegate to a person or body, in addition to the board of directors, the authority to enter into one or more transactions to issue stock, and with respect to that transaction, shares of stock may be issued in the numbers, at the time and for the consideration as the person or body may determine; provided the resolution fixes (i) a maximum number of shares of stock that may be issued pursuant to the resolution, (ii) a time period during which the stock may be issued, and (iii) a minimum amount of consideration for which the stock may be issued. No resolution shall permit a person or body to issue stock to that person or body.

(d) Before the corporation issues stock pursuant to subsection (b) or subsection (c), the board of directors or the person or body authorized pursuant to subsection (c) shall determine that the consideration received or to be received for stock to be issued is adequate. That determination by the board of directors or the person or body authorized pursuant to subsection (c) is conclusive insofar as the adequacy of consideration for the issuance of stock relates to whether the stock is validly issued, fully paid, and nonassessable.

(e) Any provision of a resolution contemplated by subsection (b) or subsection (c) may be made dependent on facts ascertainable outside the resolution, which facts shall be determined in accordance with Section 10A-2A-1.20(c).

(f) When the corporation receives the consideration for which the board of directors authorized the issuance of stock, the stock issued therefor is fully paid and nonassessable.

(g) The corporation may place in escrow stock issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the stock, and may credit distributions in respect of the stock against its purchase price, until the services are performed, the benefits are received, or the note is paid. If the services are not performed, the benefits are not received, or the note is not paid, the stock escrowed or restricted and the distributions credited may be cancelled in whole or part.