Missouri § 351.182 - Stock warrants, options — terms — consideration.

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

---- end of effective  28 Aug 2005 ----

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