Ohio § 1701.21

§ 1701.21.

(A) By the express terms of shares of any class or series, such shares may be convertible

into the same or a different number of shares of any other class or series.  Such express terms may contain any statements not repugnant to law for the protection

of such conversion rights, including, without limiting the generality of such authority:

 restrictions upon the authorization or issuance of additional shares;  provisions

for the adjustment of the conversion price or ratio;  provisions concerning rights

in the event of reorganization, merger, consolidation, or lease, sale, exchange, transfer

or other disposition of all, or substantially all, of the assets of the corporation;

 provisions for the reservation of authorized but unissued shares to satisfy such

conversion rights;  and restrictions upon the declaration or payment of dividends

or distributions.  Such express terms may also include statements, not inconsistent with the provisions

of section 1701.30 of the Revised Code , to provide that upon the exercise of conversion rights the stated capital of the

corporation shall be created, increased, reduced, or eliminated in the manner, at

the rate, or to the extent provided therein. (B) The corporation shall not issue any shares, with or without par value, which are

convertible into shares having an aggregate par value greater than the aggregate stated

capital of such convertible shares unless in each case immediately after the issuing

of any of the convertible shares the corporation will have a surplus not less in amount

than the excess of the aggregate par value of all the shares into which such convertible

shares may be converted over the aggregate stated capital of all the outstanding convertible

shares;  and during the entire period that such conversion rights may be exercised,

the corporation shall reserve from its surplus, solely for transfer to stated capital

upon the exercise of such conversion rights, an amount equal at the time to the excess

of the aggregate par value of all the shares into which the then outstanding convertible

shares may be converted over the aggregate stated capital of such convertible shares;

 provided that the failure or inability of the corporation to maintain such reserve

shall not affect the conversion rights of any outstanding convertible shares.