§ 312. Unissued securities and reorganization. 1. The holders of
capital stock of such corporation shall not, as such, have any
pre-emptive or preferential right to purchase or subscribe for any part
of the unissued or new issue of capital stock of such corporation,
whether now or hereafter authorized or issued, or to purchase or
subscribe for any bonds or other obligations, whether or not convertible
into stock of such corporation, now or hereafter authorized or issued.

2. Whenever a compromise or arrangement or any plan of reorganization
of such corporation is proposed between such corporation and its
creditors, members or stockholders, the supreme court, by virtue of its
general equity powers, may on application of such corporation or of any
creditor, member or stockholder thereof, or on the application of any
receiver or receivers appointed for such corporation, order a meeting of
such creditors, members or stockholders, as the case may be, as may be
affected by the proposed compromise or arrangement or plan of
reorganization, which shall be called in such manner as the said court
directs. If, at such meeting, such compromise or arrangement or plan of
reorganization is agreed to by or on behalf of the creditors, if
affected thereby, holding two-thirds in amount of the claims against
such corporation, and by or on behalf of the stockholders, if affected
thereby, holding the majority of capital stock, and by or on behalf of
the members, if affected thereby, holding two-thirds in amount of the
outstanding notes or other interest-bearing obligations of such
corporation as provided for in section three hundred seven of this
article, and if such agreement shall be further evidenced by the written
acceptance of said creditors, stockholders and members, duly filed in
the said court, such compromise or arrangement or plan of reorganization
shall, if approved by the said court as just and equitable, be binding
on all creditors, stockholders or members, as the case may be, who are
affected thereby, and also on such corporation. All persons who become
creditors, stockholders or members of such corporation shall be deemed
to have become creditors, stockholders or members subject in all
respects to this section, and the same shall be absolutely binding upon
them. For the purposes of this subdivision only, members shall not be
deemed to be creditors and shall act under this subdivision as a
separate class.