Oklahoma § 18-1038

§ 18-1038.

Rights and options respecting stock.

Oklahoma Statutes - Title 18. Corporations

RIGHTS AND OPTIONS RESPECTING STOCK

A. Subject to any provisions in the certificate of

incorporation, every corporation may create and issue, whether or

not in connection with the issue and sale of any shares of stock or

other securities of the corporation, rights or options entitling the

holders thereof to acquire from the corporation any shares of its

capital stock of any class or classes of the corporation.

B. The terms upon which, including the time or times, which may

be limited or unlimited in duration, at or within which, and the

consideration, including any formula by which such consideration may

be determined, for which any such shares may be acquired from the

corporation upon the exercise of any such right or option, shall be

such as shall be stated in the certificate of incorporation, or in a

resolution adopted by the board of directors or by another person or

body authorized under this section.

C. In addition to the board of directors, the board of

directors may adopt a resolution to delegate to a person or body the

authority to enter into one or more transactions to issue rights or

options. With respect to such transactions, the rights or options

may be issued in the numbers, at the times, and for the

consideration as such person or body may determine, provided the

resolution fixes:

1. The maximum number of rights or options, and the maximum

number of shares issuable upon exercise thereof, that may be issued

under such resolution;

2. The period during which such rights or options, and during

which the shares issuable upon exercise thereof, may be issued; and

3. A minimum amount of consideration, if any, for which such

rights or options may be issued and a minimum amount of

consideration for the shares issuable upon exercise thereof.

No such resolution shall permit a person or body to issue rights

or options to such person or body.

D. Any provision in a resolution described by subsection B or C

of this section may be made dependent on facts ascertainable outside

the resolution, provided the manner in which such facts shall

operate upon the resolution is clearly and expressly set forth in

such resolution. As used in this subsection, “facts” includes but

is not limited to the occurrence of any event, including a

determination or action by any person or body including the

corporation; provided, if the resolution delegates to a person or

body the authority to enter into one or more transactions to issue

rights or options under subsection C of this section, the provisions

described by paragraphs 1 through 3 of subsection C of this section

may not be made dependent on a determination or action by such

person or body.

E. The minimum consideration to be received for the shares of

stock of the corporation to be issued upon exercise of such rights

Oklahoma Statutes - Title 18. Corporations

or options shall be no less than the amount set forth in Section

1034 of this title.

Added by Laws 1986, c. 292, § 38, eff. Nov. 1, 1986. Amended by

Laws 2004, c. 255, § 8, eff. Nov. 1, 2004; Laws 2008, c. 253, § 7;

Laws 2021, c. 51, § 5, eff. Nov. 1, 2021; Laws 2024, c. 120, § 20,

eff. Nov. 1, 2024.

NOTE: Laws 2008, c. 382, § 315, which changed the effective date of

Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held

unconstitutional by the Oklahoma Supreme Court in the case of

Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).