Ohio Revised Code Search

... shares or other securities, subject to contract rights with respect to the shares or securities; or (4) to participate in the execution of written consents, waivers, or releases; the directors may fix a record date which shall not be a date earlier than the date on which the record date is fixed and, in the cases provided for in clauses (1), (2) and (3) above, shall not be more than sixty days, unless the articles o...

...te and apart from the sale or purchase, contract or tender for sale or purchase, or request or invitation for tender for sale or purchase, of shares of the issuing public corporation. (D) Every appointment of a proxy shall be revocable unless that appointment is coupled with an interest, except that, as provided in division (C) of this section, proxies appointed for or in connection with the shareholder authorizatio...

...nnection with: an option, authority, or contract to buy or sell the shares or a part thereof; a pledge of the shares to secure the performance or nonperformance of any act; the performance or nonperformance of any act, or agreement for an act, by the corporation issuing the shares; or any other act or thing constituting an interest sufficient in law to support a power coupled therewith. (C) The trustees under the ag...

...n in the first instance, subject to the contract rights of other persons.

...ent or performance of any obligation or contract. Unless otherwise provided in the articles, no vote or consent of shareholders is necessary for such action.

...tion under this section, subject to the contract rights of other persons, if the power of abandonment is conferred upon the directors either by the terms of the transaction or by the same vote of shareholders and at the same meeting of shareholders as that referred to in division (A)(1)(b) of this section or at any subsequent meeting. (C) Dissenting holders of shares of any class, whether or not entitled to vo...

...n in the first instance, subject to the contract rights of other persons.

...ent or performance of any obligation or contract. Unless the articles or the regulations, or the terms of any trust on which the corporation holds any particular property, otherwise provide, no vote or consent of members or authorization from the court under section 1715.39 of the Revised Code is necessary for such action.

... or (B) of this section, subject to the contract rights of other persons, if that power of abandonment is conferred upon the directors either by the terms of the transaction or by the same vote of voting members and at the same meeting of members as that referred to in division (A) or (B) of this section, as applicable, or at any subsequent meeting. (E) An action to set aside a conveyance by a corporation, on the ...

...e ability to exercise voting power, by contract, or otherwise, except that "control" of a corporation is not established for purposes of this division if a person, in good faith and not for the purpose of circumventing the provisions of this chapter, holds voting power as an agent, custodian, bank, broker, nominee, or trustee for one or more beneficial owners who do not individually or as a group have control ...

... effect to the principles of freedom of contract and to the enforceability of operating agreements. (B) Unless displaced by particular provisions of this chapter, principles of law and equity supplement this chapter. (C) Rules that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (D) Sections 1309.406 and 1309.408 of the Revised Code do not apply t...

...f any and all liabilities for breach of contract and breach of duties, including breach of fiduciary duties, of a member, manager, or other person to a limited liability company or to another member or to another person that is a party to or is otherwise bound by an operating agreement. However, an operating agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation ...

...or a series thereof, whether arising in contract, tort, or otherwise; or for the acts or omissions of any other member, agent, or employee of the limited liability company or a series thereof. The failure of a limited liability company or any of its members to observe any formalities relating to the exercise of the limited liability company's powers or the management of its activities is not a factor to consider in, ...

...lue and amount of assets or reserves or contracts, agreements, or other undertakings that would be sufficient to pay claims and obligations of the limited liability company, or series thereof, or to make reasonable provision to pay those claims and obligations; (C) Any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.

...ests; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) Creating, as borrower or lender, or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) Securing or collecting debts in...

... under or based upon a conditional-sale contract, if all such notes, bonds, or other evidences of indebtedness are sold to a single purchaser at a single sale, is exempt. (I) The delivery of securities by the issuer on the exercise of conversion rights, the sale of securities by the issuer on exercise of subscription rights or of warrants or options to purchase securities, the delivery of voting-trust certificates ...

... and does not have a duty or liability, contractual or otherwise, to an investor or other person except as set forth in the applicable escrow agreement or other contract. (5) If the minimum offering amount is not raised by the expiration date stipulated in the disclosure document provided to the purchasers, all purchasers will receive a return of all their subscription funds. (K) Not less than ten days before the...

...nvests portal; (4) Any agreements and contracts between the portal operator and an issuer; (5) Any information used to establish that a prospective purchaser or purchaser of securities through its OhioInvests portal is a resident of this state and that an issuer whose securities are listed on the portal has its principal office in this state; (6) Any other records the division requires by rule to be maintained ...

... be valid and authorized as a matter of contract law.

...iary form is effective by reason of the contract regarding the registration between the owner of the security and the registering entity and by reason of sections 1709.01 to 1709.11 of the Revised Code and is not testamentary. (B) Sections 1709.01 to 1709.11 of the Revised Code do not limit the rights of creditors of the owners of securities against beneficiaries and other transferees under other laws of this state.

...st that the auditor of state perform or contract for the performance of a financial or special audit of a state retirement system; (H) Review all proposed rules submitted to the council pursuant to sections 145.09, 742.10, 3307.04, 3309.04, and 5505.04 of the Revised Code and submit any recommendations to the joint committee on agency rule review.

... or obligations of any person under any contract, or in relation to any bonds, notes, or assessments made under this chapter, shall be affected by the dissolution of the district or the repeal of a plan, except with the consent of that person or by order of a court with jurisdiction over the matter. Upon dissolution of a district, any assets or rights of the district, after payment of all bonds, notes, or other oblig...

... such person, except that vendors under contract may solicit within the immediate area of a grandstand or coliseum for the purpose of vending food, soft drinks, and souvenirs directly related to the program attraction.

...ety, with the consent of the board, may contract for the erection or repair of buildings or otherwise improve the fairground, to the extent that the payment for the improvement is provided by the board. When the appropriation is made by the board, the county auditor shall place the proceeds in a special fund, designated the "county agricultural society fund," indicating the purpose for which it is available, provid...

... perform all the lawful obligations and contracts of the original corporation.