New Jersey § 14a:5-29

§ 14a:5-29.

(1) The shareholders of corporations organized after January 1, 1969 shall not have

preemptive rights unless the certificate of incorporation provides otherwise. The shareholders of corporations organized prior to January 1, 1969 shall have preemptive

rights unless a by-law duly adopted by the shareholders prior to that date or the certificate of incorporation provides otherwise. Any corporation may alter or abolish preemptive rights by amendment to its certificate

of incorporation. (2) Any corporation may elect to grant its shareholders preemptive rights. An election may be made by including in the certificate of incorporation a statement

to the effect that the shareholders shall have preemptive rights. (3) Unless otherwise provided in the certificate of incorporation, the effect of shareholders

having preemptive rights shall be as follows: (a) Upon the issuance for cash of shares, or options to purchase shares, of the same

class as those held by a shareholder, the shareholder shall have a right to acquire

a pro rata portion of such shares or options so issued according to the number of

shares of such class held by him. Such preemptive right shall extend to shares, obligations or other securities, however

described, which are convertible into shares of the same class as those held by the

shareholder. (b) Shares, obligations or other securities of the corporation which are subject to

preemptive rights as herein provided shall not be deemed to be issued for cash within

the meaning of this section if cash constitutes only a part of the consideration received

by the corporation. (c) A shareholder may waive his preemptive right; a waiver of a preemptive right,

when evidenced by a writing, shall be binding upon the shareholder notwithstanding

it is given without consideration. (d) No shareholder shall have a preemptive right to acquire shares, obligations or

other securities as herein provided, which (i) are issued pursuant to a plan of merger or consolidation; (ii) are issued pursuant to Chapter 8 of this act; 1 (iii) are issued to satisfy conversion or option rights, however evidenced, granted

by the corporation; (iv) are issued pursuant to a plan of reorganization approved by a court pursuant

to a statute of this State or of the United States; or (v) are part of the shares, obligations or other securities authorized in the original

certificate of incorporation and are issued within six months from the effective date

of such certificate. (e) Upon the proposed issuance of shares, obligations or other securities subject

to preemptive rights, the board shall cause notice to be given to each shareholder

of record entitled to preemptive rights. The notice shall set forth (i) the amount of shares, obligations or other securities

with respect to which the shareholder has a preemptive right and the method used to

determine that amount; (ii) the price and other terms and conditions upon which the shareholder may purchase

such shares, obligations or other securities; and (iii) the time within which and the method by which the shareholder must exercise

the right. The notice shall be given at least 30 days prior to the time within which the shareholder

must exercise the right. (f) Shares, obligations or other securities subject to preemptive rights, which are

not acquired by shareholders in the exercise of their preemptive rights may, for a

period not exceeding one year after the date limited by the directors for the exercise

of such preemptive rights, be issued, sold, or optioned to such person or persons

as the board may determine, at a price not less than that at which they were offered

to such shareholders. Any such shares, obligations or other securities not so issued, sold or optioned

during such one-year period, shall at the expiration of such period again be subject

to preemptive rights of shareholders. 1

N.J.S.A. § 14A:8-1 et seq.