§ 512. Redeemable shares.

(a) Subject to the restrictions contained in section 513 (Purchase,
redemption and certain other transactions by a corporation with respect
to its own shares) and paragraph (b) of this section, a corporation may
provide in its certificate of incorporation for one or more classes or
series of shares which are redeemable, in whole or in part, at the
option of the corporation, the holder or another person or upon the
happening of a specified event.

(b) No redeemable common shares, other than shares of an open-end
investment company, as defined in an act of congress entitled
"Investment Company Act of 1940", as amended, or of a member corporation
of a national securities exchange registered under a statute of the
United States such as the Securities Exchange Act of 1934, as amended,
or of a corporation described in this paragraph, shall be issued or
redeemed unless the corporation at the time has outstanding a class of
common shares that is not subject to redemption. Any common shares of a
corporation which directly or through a subsidiary has a license or
franchise to conduct its business, which license or franchise is
conditioned upon some or all of the holders of such corporation's common
shares possessing prescribed qualifications, may be made subject to
redemption by the corporation to the extent necessary to prevent the
loss of, or to reinstate, such license or franchise.

(c) Shares of any class or series which may be made redeemable under
this section may be redeemed for cash, other property, indebtedness or
other securities of the same or another corporation, at such time or
times, price or prices, or rate or rates, and with such adjustments, as
shall be stated in the certificate of incorporation.

(d) Nothing in this section shall prevent a corporation from creating
sinking funds for the redemption or purchase of its shares to the extent
permitted by section 513 (Purchase, redemption and certain other
transactions by a corporation with respect to its own shares).