§ 6021. Preemptive rights. 1. As used in this section, the term:

(a) "Unlimited dividend rights" means the right without limitation as
to amount either to all or to a share of the balance of current or
liquidating dividends after the payment of dividends on any shares
entitled to a preference.

(b) "Equity shares" means shares of any class, whether or not
preferred as to dividends or assets, which have unlimited dividend
rights.

(c) "Voting rights" means the right to vote for the election of one or
more directors, excluding a right so to vote which is dependent on the
happening of an event specified in the organization certificate which
would change the voting rights of any class of shares.

(d) "Voting shares" means shares of any class which have voting
rights.

(e) "Preemptive right" means the right to purchase shares or other
securities to be issued, as such right is defined in this section.

(f) "New shares or securities" means new equity shares of any class or
any shares or other securities convertible into equity shares of any
class.

2. The preemptive rights provided for in subdivision three of this
section shall not apply to new shares or securities of any corporation
whose organization certificate is approved on or after the effective
date of this subdivision, unless expressly provided for in the
organization certificate of such corporation, which may incorporate by
reference the preemptive rights set forth in this section, or further
modify such preemptive rights.

3. Except as otherwise provided in the organization certificate, and
except as provided in this section, in case of the proposed issuance by
the corporation of new shares or securities:

(a) if the issuance of the new shares or securities would adversely
affect the unlimited dividend rights of the holders of existing equity
shares of any class, such holders shall have the right during a
reasonable time and on reasonable conditions, both to be fixed by the
board, to purchase such new shares or securities in such proportions as
shall be determined as provided in this section; and

(b) if such new shares or securities are voting shares of any class
and the issuance of the new shares or securities would adversely affect
the voting rights of the holders of existing shares of any class, such
holders shall have the right during a reasonable time and on reasonable
conditions, both to be fixed by the board, to purchase such new shares
or other securities in such proportions as shall be determined as
provided in this section.

4. The preemptive right provided for in subdivision three of this
section shall entitle stockholders having such rights to purchase the
shares or other securities to be offered for sale as nearly as
practicable in such proportions as would, if such preemptive right were
exercised, preserve the relative unlimited dividend rights and voting
rights of such holders and at a price or prices not less favorable than
the price or prices at which such shares or other securities are
proposed to be offered for sale to others, without deduction of such
reasonable expenses of and compensation for the sale, underwriting or
purchase of such shares or other securities by underwriters or dealers
as may lawfully be paid by the corporation. In case each of the shares
entitling the holders thereof to preemptive rights does not confer the
same unlimited dividend right or voting right, the board shall apportion
the shares or other securities to be offered for sale among the
stockholders having preemptive rights to purchase them in such
proportions as in the opinion of the board shall preserve as far as
practicable the relative unlimited dividend rights and voting rights of
the holders at the time of such offering. The apportionment made by the
board shall, in the absence of fraud or bad faith, be binding upon all
stockholders.

5. Unless otherwise provided in the organization certificate, shares
or other securities offered for sale shall not be subject to preemptive
rights under subdivisions two and three of this section if they:

(a) Are to be issued by the board to effect a merger or offered for
consideration other than cash;

(b) Are to be issued or subjected to options under section one hundred
forty-a of this chapter;

(c) Are to be issued to satisfy conversion rights theretofore granted
by the corporation;

(d) Are treasury shares; or

(e) Are part of the shares or other securities of the corporation
authorized in its original organization certificate and are issued, sold
or optioned within two years from the date of filing such certificate.

6. Stockholders of record entitled to preemptive rights on the record
date fixed by the board under section six thousand four, or, if no
record date is fixed, then on the record date determined under section
six thousand four, and no others shall be entitled to the right defined
in this section.

7. The board shall cause to be given to each stockholder entitled to
purchase shares or other securities in accordance with this section, a
notice directed to him in the manner provided in section six thousand
five setting forth the time within which and the terms and conditions
upon which the stockholder may purchase such shares or other securities
and also the apportionment made of the right to purchase among the
stockholders entitled to preemptive rights. Such notice shall be given
personally or by mail at least fifteen days prior to the expiration of
the period during which the stockholder shall have the right to
purchase. All stockholders entitled to preemptive rights to whom notice
shall have been given as aforesaid shall be deemed conclusively to have
had a reasonable time in which to exercise their preemptive rights.

8. Shares or other securities which have been offered to stockholders
having preemptive rights to purchase and which have not been purchased
by them within the time fixed by the board may thereafter, for a period
of not exceeding one year following the expiration of the time during
which stockholders might have exercised such preemptive rights, be
issued or sold to any other person or persons at a price, without
deduction of such reasonable expenses of and compensation for the sale,
underwriting or purchase of such shares by underwriters or dealers as
may lawfully be paid by the corporation, not less than that at which
they were offered to such stockholders. Any such shares or other
securities not so issued or sold to others during such one year period
shall thereafter again be subject to the preemptive rights of
stockholders.

9. Except as otherwise provided in the organization certificate and
except as provided in this section, no holder of any shares of any class
shall as such holder have any preemptive right to purchase any other
shares or securities of any class which at any time may be sold or
offered for sale by the corporation.