New Jersey § 14a:7-9

§ 14a:7-9.

(1) When so provided in its certificate of incorporation, a corporation may issue

shares of any class or series convertible, at the option of the holder or of the corporation

or both, into shares of any other class or classes or of any series of the same or

any other class or classes. (2) Unless otherwise provided in its certificate of incorporation, a corporation may

issue bonds convertible, at the option of the holder or of the corporation or both,

into shares of any class or classes or of any series of any class or classes, upon

such terms and conditions as may be fixed by the board. The bond instrument shall set forth or incorporate by reference the terms and conditions

of the conversion privilege. (3) No issue of shares or bonds convertible into shares of the corporation shall be

made unless a sufficient number of shares of the appropriate class or classes or series,

either authorized but unissued or treasury shares, are reserved by the board to be

issued or disposed of only in satisfaction of the conversion privileges of the convertible

shares or bonds being issued. (4) If there is shareholder approval of the issue of shares or bonds convertible into

shares of the corporation, such approval may provide that the board is authorized

upon such issue to increase the authorized shares of any class or series to such number

as will be not more than sufficient, when added to the previously authorized but unissued

shares of such class or series, to satisfy the conversion privileges of the convertible

shares or bonds being issued. The board, when so authorized, may increase the authorized shares of the corporation

by filing a certificate of amendment to the certificate of incorporation. The certificate shall be executed on behalf of the corporation and shall set forth (a) The name of the corporation; (b) The date of adoption of the amendment; (c) The amendment so adopted; (d) That the amendment is made pursuant to authority granted by the shareholders in

connection with shareholder approval of the issue of shares or bonds of the corporation

convertible into the shares being authorized by the amendment; and (e) The designation of the convertible shares or bonds and the date of such shareholder

approval. (5) (Deleted by amendment, P.L. 1988, c. 94 ). (6) (Deleted by amendment, P.L. 1988, c. 94 ). (7) When bonds have been converted, they shall be cancelled and not reissued. The disposition of converted shares is provided for in section 14A:7-18 .