Michigan Compiled Laws
162-1982-3 - Chapter 3 (450.2301...450.2392)
Section 450.2303c - Issuance of Bonds Convertible Into Shares or Shares Convertible Into Other Shares of Corporation; Condition; Cancellation of Converted Bonds; Restoration of Converted Shares.

Sec. 303c.
(1) A corporation shall not issue bonds that are convertible into shares or shares convertible into other shares of a corporation unless 1 of the following conditions is satisfied:
(a) A sufficient number of authorized but unissued shares of the appropriate class are reserved by the board to be issued only in satisfaction of the conversion privileges of the convertible bonds or shares when issued.
(b) The aggregate conversion privileges of the convertible bonds or shares when issued do not exceed the aggregate of any shares reserved under subdivision (a) and any additional shares which the board may authorize under section 303b(3).
(2) The corporation shall cancel bonds that are converted into shares. Unless otherwise provided in the articles of incorporation, shares that are converted into other shares shall be restored to the status of authorized but unissued shares.
History: Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015

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Structure Michigan Compiled Laws

Michigan Compiled Laws

Chapter 450 - Corporations

Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)

162-1982-3 - Chapter 3 (450.2301...450.2392)

Section 450.2301 - Payment or Distribution of Assets, Income, or Profit; Conferring Benefits on Shareholders or Members; Transfer of Money or Property to or for Benefit of Directors or Officers; Dividends or Distributions to Shareholders or Members;...

Section 450.2302 - Corporation Organized Upon Nonstock Basis.

Section 450.2303 - Corporation Organized on Stock Basis; Issuance of Shares Authorized in Articles of Incorporation; Rules of Qualification and Government of Shareholders.

Section 450.2303a - Corporation Board Organized on Stock Basis; Amendment of Articles of Incorporation Deleting Reference to Par Value.

Section 450.2303b - Conversion of Shares Into Shares of Any Class or Bonds; Conversion of Bonds Into Other Bonds or Shares; Authorization of Board to Increase Authorized Shares.

Section 450.2303c - Issuance of Bonds Convertible Into Shares or Shares Convertible Into Other Shares of Corporation; Condition; Cancellation of Converted Bonds; Restoration of Converted Shares.

Section 450.2303d - Shares Redeemable in Cash, Bonds, Securities, or Other Property; Prices and Conditions.

Section 450.2304 - Corporation Organized on Membership Basis; Provisions of Articles or Bylaws; Rights, Preferences, and Limitations of or on Members; Classes of Members; Voting Rights; Condominium Association; Homeowners or Property Owners Associati...

Section 450.2305 - Corporation Organized on Directorship Basis; Members; Voting; Matters Subject to Action by Board of Directors.

Section 450.2307 - Subscription for Shares or Membership; Enforceability; Irrevocability; Acceptance; Consent to Revocation; Subscription Agreement.

Section 450.2308 - Subscription for Shares or Membership; Payment; Installments; Call for Payment Ratable; Retention of Security Interest as Security for Performance by Subscriber.

Section 450.2309 - Default in Payment of Amount Due Under Subscription Agreement; Rights and Duties of Corporation; Limiting and Adding to Rights and Remedies of Corporation.

Section 450.2310 - Rescission of Subscription Under Which Part of Shares Issued and in Which Security Interest Retained as Cancellation of Shares.

Section 450.2311 - Fees or Dues Required as Condition of Shareholding or Membership; Fixing; Enforcement.

Section 450.2312 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2313 - Corporation, Foreign Corporation, Business Corporation, Foreign Business Corporation, Limited Liability Company, Unincorporated Association, Partnership, or Other Person as Shareholder or Member; Officers and Directors as Director...

Section 450.2314 - Corporation Organized on Stock Basis; Issuance of Shares; Powers.

Section 450.2315 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2317 - Person Purchasing Shares of Corporation; Person Holding Stock or Membership in Fiduciary or Representative Capacity; Person Becoming Assignee, Transferee, or Pledgee of Shares or Membership; Liability.

Section 450.2327 - Charges and Expenses of Organization or Reorganization; Sale or Underwriting Expenses and Compensation; Payment or Allowance.

Section 450.2331 - Representation of Shares by Certificates; Signatures of Officers; Seal; Facsimiles.

Section 450.2332 - Certificate Representing Shares; Required Statements.

Section 450.2334 - Lost or Destroyed Certificate; Issuance of New Certificate; Bond.

Section 450.2336 - Authorization of Shares Without Certificates.

Section 450.2338 - Issuing Fractions of Shares; Powers of Corporation; Providing Opportunity to Purchase Additional Fractions of Share or Scrip.

Section 450.2341a - Issuance of Shares Pro Rata and Without Consideration; Issuance of Shares as Share Dividend; "Share Dividend" Defined.

Section 450.2343 - Preemptive Right of Shareholder of Corporation Organized on Stock Basis to Acquire Unissued Shares; Extent; Statement; Principles; "Shares" Defined.

Section 450.2344 - Acquisition of Own Shares or Memberships; Amendment of Articles of Incorporation.

Section 450.2345 - Distributions to Shareholders or Members.

Section 450.2361 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2363 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2365 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2371 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2391 - Conferring Voting and Inspection Rights Upon Bond Holders; Signatures of Officers.

Section 450.2392 - Applicability of Chapter to Distributions Made in Dissolution Under Chapter 8.