LD 1539
pg. 26
Page 25 of 104 PUBLIC Law Chapter 344 Page 27 of 104
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LR 1942
Item 1

 
B. Shares that are preferred as to dividends are not
entitled to participate in dividends beyond the amount of
the stated dividend preference;

 
C. Shares that are preferred as to dividends are preferred,
on liquidation of the corporation, to the extent of the par
or stated value of the shares, if any;

 
D. Shares that are preferred as to liquidation are not
entitled to participate in liquidation payments beyond the
amount of the liquidation preference stated in the articles
of incorporation or implied under paragraph C;

 
E. If preferred shares cumulative as to dividends are
entitled to a preferential payment on liquidation, the
payment must also include the amount of dividends accrued
but unpaid as of the date of liquidation;

 
F. Shares that are preferred as to dividends or as to
payments upon liquidation are not entitled to vote; and

 
G. "Liquidation," "rights upon liquidation" and terms of
like import shall refer to the formal dissolution of the
corporation. Sale of all the corporate assets or
participation of the corporation in a merger or
consolidation is not deemed a liquidation.

 
This subsection does not apply to shares already issued or
authorized on December 31, 1971.

 
5. Extrinsic facts.__Terms of shares may be made dependent
upon facts objectively ascertainable outside the articles of
incorporation in accordance with section 121, subsection 10.

 
6.__Variations among holders.__Any of the terms of shares may
vary among holders of the same class or series of shares as long
as the variations are expressly set forth in the articles of
incorporation.

 
§602. Terms of class or series determined by board

 
of directors

 
1. Determination by board of directors. If a corporation's
articles of incorporation provide, the board of directors may
determine, in whole or part, the preferences, limitations and
relative rights within the limits set forth in section 601 of any
class of shares before the issuance of any shares of that class
or one or more series within a class before the issuance of any
shares of that series. is authorized without shareholder approval
to:


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