New Jersey § 14a:7-13

§ 14a:7-13.

Unless otherwise provided in its certificate of incorporation, a corporation may,

but shall not be obliged to, issue fractions of a share and certificates therefor . By action of its board, a corporation may, in lieu of issuing fractional shares,

pay cash equal to the value of such fractional share, or issue scrip in registered

or bearer form which shall entitle the holder to receive a certificate for a full

share upon the surrender of such scrip aggregating a full share. A certificate for a fractional share shall entitle the holder to exercise voting

rights, to receive dividends thereon, and to participate in any distribution of assets

of the corporation in the event of liquidation, but scrip shall not entitle the holder

to exercise such voting rights, receive dividends or participate in any such distribution

of assets unless such scrip shall so provide. All scrip shall be issued subject to the condition that it shall become void if

not exchanged for certificates representing full shares before a specified date. If such scrip is not so exchanged, the corporation shall either sell the shares

for which such scrip was exchangeable and distribute the proceeds thereof pro rata

to the holders of such scrip, or pay, pro rata, to the holders of such scrip the market

value of the shares for which such scrip was exchangeable as of the day when such

scrip became void.