Ohio Revised Code Search

...or in the contracts, warrants or instruments that evidence the options, which contracts, warrants, or instruments may be transferable or nontransferable and may be separable or inseparable from securities, upon the following conditions: (1) If the shares are subject to preemptive rights and if the options are not granted to shareholders in satisfaction of their preemptive rights, the granting of the options must be ...

...her period, of, or with respect to, any unissued shares, treasury shares, or shares to be purchased, which plans may provide for the payment for such shares at one time or in installments or for the establishment of special funds in which employees may participate. Shares otherwise subject to pre-emptive rights may be offered or sold under these plans only when released from pre-emptive rights. (B)(1) The directors,...

...is not liable to the corporation or its creditors in any other amount. (G) Every holder, whether the original or a transferee, of shares not paid for as provided in this section, who has acquired them with actual knowledge of that fact, is personally liable to the corporation for the amount unpaid on the shares, and the holder's liability shall continue notwithstanding any transfer of the shares, until the shares ar...

...uch consideration or property is or was less than the value so determined, unless the party asserting a claim affirmatively proves by clear and convincing evidence, and otherwise than by proving the difference between the value of such consideration or property and the fair value so determined, that the determination was knowingly and intentionally made, by the persons making the determination, at a value greater th...

...ase, the corporation may collect the amount unpaid, and in addition to other remedies, unless the contract of subscription or purchase otherwise provides, the corporation, thirty days after notice setting forth such default and the time and place of the proposed sale of his shares has been given to the subscriber or purchaser by registered mail, may sell his shares at public auction. Notice of the time and place of ...

...s for the reservation of authorized but unissued shares to satisfy such conversion rights; and restrictions upon the declaration or payment of dividends or distributions. Such express terms may also include statements, not inconsistent with the provisions of section 1701.30 of the Revised Code, to provide that upon the exercise of conversion rights the stated capital of the corporation shall be created, increased, re...

...ch terms as are set forth in the instrument evidencing such conversion rights. Such terms may include any statements not repugnant to law for the protection of such conversion rights, including, but without limiting the generality of such authority: restrictions upon the authorization or issuance of additional shares; provisions for the adjustment of the conversion price or ratio; provisions concerning rights in the ...

...ction 1701.35 of the Revised Code. (B) Unless otherwise provided in the articles, redemption of a part only of the outstanding shares on call shall be pro rata or by lot in such manner as the directors deem equitable.

...ovide otherwise, a holder of shares is entitled to one or more certificates, signed by the chairperson of the board or the president or a vice-president and by the secretary, an assistant secretary, the treasurer, or an assistant treasurer of the corporation, that shall certify the number and class of shares held by the holder in the corporation, but no certificate for shares shall be executed or delivered until ...

...e against a transferee of such shares unless there has been compliance with section 1308.11 of the Revised Code, and unless, as to certificated securities, there is set forth on the face or the back of the certificate therefor: (1) A statement of the terms of such restriction or reservation; or (2) A summary of the terms of such restriction or reservation and a statement that the corporation will send to the share...

...his state at which shares are transferable, and at which it keeps books in which are recorded the names and addresses of all shareholders and all transfers of shares.

...mon pleas or the probate court of the county in which the principal office of the corporation is located shall have jurisdiction to hear and determine all questions respecting such loss, theft, or destruction, the person interested therein, the bond required to be given to protect the corporation or any person injured by the execution and delivery of a new certificate, the terms on which a new certificate shall be ex...

...nt and qualifications as: (a) executor under the last will of a deceased holder of record of its shares or such other securities; (b) an administrator of the estate of such a holder; (c) a guardian, committee, or conservator of the estate of a ward or incompetent who is a holder of record of its shares or such other securities; (d) a trustee in bankruptcy of such a holder; (e) a statutory or judicial receiver or...

...sonable expenses, compensation, or discount for the sale, underwriting, or purchase of any of its shares; such payment or allowance shall not have the effect of rendering shares not fully paid and nonassessable.

...nding share with par value shall be not less than its par value. The stated capital of the corporation shall be the aggregate stated capital of all classes of outstanding shares. If a particular class has stated capital, the stated capital of every share of that class outstanding at a particular time shall be identical. (B) Subject to division (A) of this section: (1) The stated capital of shares with stated capita...

...longs shall thereby be reduced by an amount equal to the stated capital, if any, of such share; (B) Whenever an outstanding share is released from subscription, the stated capital, if any, of the class to which such share belongs shall thereby be reduced by an amount equal to the stated capital, if any, of such share; (C) Upon the exercise of conversion rights of convertible shares, the stated capital, if any, of t...

...asis of accounting practices and principles that are reasonable in the circumstances, and may make use of the equity method of accounting. (B) Capital surplus shall be classified according to its derivation and so shown on the books of the corporation, and each balance sheet shall show separately any capital surplus arising from unrealized appreciation of assets, other capital surplus, and earned surplus. (C) If a ...

... indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement.

...the corporation a valid check in the amount of the dividend or distribution to which such shareholder is entitled, and such check would have been honored if duly presented to the bank on which it is drawn, no action for the recovery of such dividend or distribution or the amount thereof shall be brought by the shareholder or other person entitled to such dividend or distribution more than six years after the date of ...

...ations or to a trustee on their behalf, under any plan adopted or to be adopted by the directors for that purpose; (5) From a person who has purchased such shares from the corporation under an agreement reserving to the corporation the right to repurchase or obligating it to repurchase; (6) To avoid the issuance of or to eliminate fractional shares; (7) When the articles in substance provide that the corporation s...

...scription shall be deemed retired. (D) Unless otherwise provided in the articles, the directors may retire treasury shares.

... of the applicable record date, who are entitled to vote, showing their respective addresses and the number and class of shares held by each. Such list or lists when certified by the officer or agent in charge of the transfers of shares shall be prima-facie evidence of the facts shown therein. If the meeting is to be held solely or in part by means of communications equipment, then the corporation shall make the list...

...rately any capital surplus arising from unrealized appreciation of assets, other capital surplus, and earned surplus) as of the end of the corporation's most recent fiscal year, except that, if consolidated financial statements are laid before the shareholders, the consolidated balance sheet shall show separately or disclose by a note the amount of consolidated surplus that does not constitute under the Revised Code ...

...ticles or in the regulations. In the absence of such designation, the annual meeting shall be held on the first Monday of the fourth month following the close of each fiscal year of the corporation. When the annual meeting is not held or directors are not elected thereat, they may be elected at a special meeting called for that purpose.

...g and entitled to vote at the meeting, unless the articles, the regulations adopted by the shareholders, or the regulations adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code specify for that purpose a smaller or larger proportion but not in excess of fifty per cent; (4) Such other officers or persons as the articles or the regulations authorize to call the meetings. (B) ...