Delaware Code Title 8. Corporations § 348. Involuntary termination of close corporation status;  proceeding to prevent loss of status

(a) If any event occurs as a result of which 1 or more of the provisions or conditions included in a close corporation's certificate of incorporation pursuant to § 342 of this title to qualify it as a close corporation has been breached, the corporation's status as a close corporation under this subchapter shall terminate unless:

(b) The Court of Chancery, upon the suit of the corporation or any stockholder, shall have jurisdiction to issue all orders necessary to prevent the corporation from losing its status as a close corporation, or to restore its status as a close corporation by enjoining or setting aside any act or threatened act on the part of the corporation or a stockholder which would be inconsistent with any of the provisions or conditions required or permitted by § 342 of this title to be stated in the certificate of incorporation of a close corporation, unless it is an act approved in accordance with § 346 of this title.  The Court of Chancery may enjoin or set aside any transfer or threatened transfer of stock of a close corporation which is contrary to the terms of its certificate of incorporation or of any transfer restriction permitted by § 202 of this title, and may enjoin any public offering, as defined in § 342 of this title, or threatened public offering of stock of the close corporation.