§ 513. Purchase, redemption and certain other transactions by a

corporation with respect to its own shares.

(a) Notwithstanding any authority contained in the certificate of
incorporation, the shares of a corporation may not be purchased by the
corporation, or, if redeemable, convertible or exchangeable shares, may
not be redeemed, converted or exchanged, in each case for or into cash,
other property, indebtedness or other securities of the corporation
(other than shares of the corporation and rights to acquire such shares)
if the corporation is then insolvent or would thereby be made insolvent.
Shares may be purchased or redeemed only out of surplus.

(b) When its redeemable, convertible or exchangeable shares are
purchased by the corporation within the period during which such shares
may be redeemed, converted or exchanged at the option of the
corporation, the purchase price thereof shall not exceed the applicable
redemption, conversion or exchange price stated in the certificate of
incorporation. Upon a redemption, conversion or exchange, the amount
payable by the corporation for shares having a cumulative preference on
dividends may include the stated redemption, conversion or exchange
price plus accrued dividends to the next dividend date following the
date of redemption, conversion or exchange of such shares.

(c) No domestic corporation which is subject to the provisions of
section nine hundred twelve of this chapter shall purchase or agree to
purchase more than ten percent of the stock of the corporation from a
shareholder for more than the market value thereof unless such purchase
or agreement to purchase is approved by the affirmative vote of the
board of directors and a majority of the votes of all outstanding shares
entitled to vote thereon at a meeting of shareholders unless the
certificate of incorporation requires a greater percentage of the votes
of the outstanding shares to approve.

The provisions of this paragraph shall not apply when the corporation
offers to purchase shares from all holders of stock or for stock which
the holder has been the beneficial owner of for more than two years.

The terms "stock", "beneficial owner", and "market value" shall be as
defined in section nine hundred twelve of this chapter.