Ohio § 1701.15

§ 1701.15.

(A) The shareholders of a corporation do not have a pre-emptive right to acquire the

corporation's unissued shares except to the extent the articles so provide.  If the articles provide that the holders of the shares of any class, other than

shares that are limited as to dividend or distribution rate and liquidation price,

have pre-emptive rights, those holders, upon the offering or sale for cash of shares

of the same class, shall have the right, during a reasonable time and on reasonable

terms fixed by the directors, to purchase the shares in proportion to their respective

holdings of shares of such class, at a price fixed as provided in this chapter, unless

the shares offered or sold are in any of the following categories: (1) Treasury shares; (2) Issued as a share dividend or distribution; (3) Issued or agreed to be issued for considerations other than money; (4) Issued or agreed to be issued upon exercise of options granted and authorized in

accordance with section 1701.16 of the Revised Code ; (5) Issued or agreed to be issued upon conversion of convertible shares authorized in

the articles, or upon exercise of conversion rights conferred and authorized in accordance

with section 1701.22 of the Revised Code ; (6) Offered to shareholders in satisfaction of their pre-emptive rights and not purchased

by such shareholders, and thereupon issued or agreed to be issued for a consideration

not less than that at which the shares were so offered to such shareholders, less

reasonable expenses, compensation, or discount paid or allowed for the sale, underwriting,

or purchase of the shares, unless by the affirmative vote or written order of the

holders of two-thirds of the shares otherwise entitled to the pre-emptive rights,

the pre-emptive rights are restored as to any of the shares not previously issued

or agreed to be issued; (7) Released from pre-emptive rights by the affirmative vote or written consent of the

holders of two-thirds of the shares entitled to the pre-emptive rights.  Any such vote or consent shall be entered in the records of the corporation and

shall be binding on all shareholders and their transferees for the time specified

in the vote or consent up to but not exceeding one year, and shall protect all persons

who within that time acquire the shares or options on or conversion or other rights

with respect to the shares so released; (8) Released from pre-emptive rights by the affirmative vote or written consent of the

holders of a majority of the shares entitled to the pre-emptive rights, for offering

and sale, or the grant of options with respect thereto, to any or all employees of

the corporation or of subsidiary corporations or to a trustee on their behalf, under

a plan adopted or to be adopted by the directors for that purpose. (B) No action shall be brought upon any cause of action arising under division (A) of

this section at any time after two years from the day on which a written notice or

other communication is given or mailed to each shareholder having the cause of action

informing the shareholder of the transaction giving rise to the cause of action, and

no action shall in any event be brought upon any cause of action of that nature at

any time after four years from the day on which the cause of action arose, or from

the effective date of this provision, whichever is the later. (C) The provisions of division (A) of this section as they existed prior to the effective

date of this amendment, shall continue to apply to any corporation incorporated prior

to the effective date of this amendment, until the shareholders of the corporation

adopt an amendment to its articles expressly providing that the provisions of division

(A) of this section that take effect on the effective date of this amendment apply

to the corporation or amended articles of incorporation.