§ 515. Reacquired shares.

(a) Shares that have been issued and have been purchased, redeemed or
otherwise reacquired by a corporation shall be cancelled if they are
reacquired out of stated capital, or if they are converted shares, or if
the certificate of incorporation requires that such shares be cancelled
upon reacquisition.

(b) Any shares reacquired by the corporation and not required to be
cancelled may be either retained as treasury shares or cancelled by the
board at the time of reacquisition or at any time thereafter.

(c) Neither the retention of reacquired shares as treasury shares, nor
their subsequent distribution to shareholders or disposition for a
consideration shall change the stated capital. When treasury shares are
disposed of for a consideration, the surplus shall be increased by the
full amount of the consideration received.

(d) Shares cancelled under this section are restored to the status of
authorized but unissued shares. However, if the certificate of
incorporation prohibits the reissue of any shares required or permitted
to be cancelled under this section, the board by certificate of
amendment under section 805 (Certificate of amendment; contents) shall
reduce the number of authorized shares accordingly.