(a) Unless the charter provides otherwise, a stockholder does not have any preemptive
rights with respect to:
(1) Stock issued to obtain any of the capital required to initiate the enterprise
of the State bank or trust company;
(2) Stock issued for at least its fair value in exchange for consideration other than
(3) Stock remaining unsubscribed for after being offered to stockholders;
(4) Treasury stock sold for at least its fair value;
(5) Stock issued or issuable under an agreement of merger;
(6) Stock which is not presently entitled to be voted in the election of directors
issued for at least its fair value;
(7) Stock, including treasury stock, issued to an officer or other employee of the
State bank or trust company or its subsidiary on terms and conditions approved by
the stockholders by the affirmative vote of two-thirds of all the votes entitled to
be cast on the matter; and
(8) Any other issuance of shares if the applicability of preemptive rights is impracticable.
(b) In the absence of actual fraud or gross disparity in the determination, the fair
value of stock determined by the board of directors and recorded in the resolution
authorizing the issuance is conclusive.
(c) Unless the articles of incorporation provide otherwise, holders of the following
securities do not have any preemptive rights:
(1) Bonds, notes, debentures, or other obligations convertible into stock; and
(2) Stock not presently entitled to be voted in the election of directors.
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