New Jersey § 14a:7-7

§ 14a:7-7.

(1) Subject to any provisions in respect thereof set forth in its certificate of incorporation in effect before the authorization and issuance of the rights or options , a corporation may create and issue, whether or not in connection with the issuance

and sale of any of its shares or bonds, rights or options entitling the holders thereof

to purchase from the corporation shares of any class or series for such consideration

and upon such terms and conditions as may be fixed by the board. Such rights or options shall be evidenced in such manner as the board shall approve

and, without limiting the generality of the foregoing, may be evidenced by warrants

attached to or forming part of bond instruments or share certificates or existing

independently thereof. The instruments evidencing such rights or options shall set forth or incorporate

by reference the terms and conditions of their exercise, including the time or times,

which may be limited or unlimited in duration, within which, and the price or prices

at which such shares may be purchased from the corporation, and any limitations on

the transferability of any such right or option. The rights or options may contain provisions which adjust the rights or options in

the event of an acquisition of shares or a reorganization, merger, consolidation,

sale of assets or other occurrence. The consideration for shares to be purchased upon the exercise of any such right

or option shall comply with the requirements of sections 14A:7-4 and 14A:7-5 . A good faith judgment of the board as to the adequacy of the consideration received

for such rights or options is conclusive. (2) (Deleted by amendment, P.L.1988, c. 94 .) (3) Notwithstanding N.J.S. 14A:7-1 and N.J.S. 14A:7-2 and any other provision of chapter 7 of Title 14A of the New Jersey Statutes, and

unless otherwise provided in the certificate of incorporation in effect before the

authorization and issuance of the rights or options, a corporation may before, on

or after the effective date of this 1989 amendatory act, authorize and issue rights

or options which include conditions that prevent the holder of a specified percentage

of the outstanding shares of the corporation, including subsequent transferees of

the holder, from exercising those rights or options or which invalidate any rights

or options beneficially owned by the holder of a specified percentage of the outstanding

shares of the corporation, including subsequent transferees of the holder.