§ 5016. Convertible shares, capital notes and debentures. 1. When so
provided in the organization certificate, and subject to the
restrictions in subdivision four of this section, a bank, trust company,
stock-form savings bank, or stock-form savings and loan association may
issue preferred shares convertible, at the option of the holder only,
into common shares of any class. Authorized shares, whether issued or
unissued, may be made so convertible within such period and upon such
terms and conditions as are stated in the organization certificate.

2. Unless otherwise provided in the organization certificate, and
subject to subdivision four of section ninety-six and subdivision five-b
of section two hundred thirty-four of this chapter, and to the
restrictions in subdivision four of this section, a bank, trust company,
stock-form savings bank, or stock-form savings and loan association may
issue its capital notes or debentures convertible into shares of the
corporation within such period and upon such terms and conditions as are
fixed by the board.

3. If there is stockholder approval for the issue of capital notes,
debentures or shares convertible into shares of the corporation, such
approval may provide that the board is authorized by certificate of
amendment under section eight thousand five to increase the authorized
shares of any class or series to such number as will be sufficient, when
added to the previously authorized but unissued shares of such class or
series, to satisfy the conversion privileges of any such capital notes,
debentures or shares convertible into shares of such class or series.

4. No issue of capital notes, debentures or shares convertible into
shares of the corporation shall be made unless:

(a) A sufficient number of authorized but unissued shares of the
appropriate class or series are reserved by the board to be issued only
in satisfaction of the conversion privileges of such convertible capital
notes, debentures or shares when issued; or

(b) The aggregate conversion privileges of such convertible capital
notes, debentures or shares when issued do not exceed the aggregate of
any shares reserved under paragraph (a) and any additional shares which
may be authorized by the board under subdivision three of this section.

5. No privilege of conversion may be conferred upon, or altered in
respect to, any shares or capital notes or debentures that would result
in the receipt by the corporation of less than the minimum consideration
required to be received upon the issue of new shares. The consideration
for shares issued upon the exercise of a conversion privilege shall be
that provided in subdivision six of section five thousand four.

6. Within ninety days after any capital notes or debentures are
converted into shares of the corporation, a certificate of the
corporation shall be signed, verified and filed as provided in section
one thousand three stating the amount of capital notes or debentures so
converted, the number of shares of each class or series into which the
same were converted, and such other information with respect thereto as
the superintendent may require.