New York Laws
Title 5 - Corporate Finance
5005 - Transferable Rights to Purchase Shares; Imposition of Restrictions or Conditions Thereon.

(b) Determinations of the board of directors whether to impose,
enforce or waive or otherwise render ineffective such limitations or
conditions as are permitted by paragraph (a) of this subdivision shall
be subject to judicial review in an appropriate proceeding in which the
courts formulate or apply appropriate standards in order to insure that
such limitations or conditions are imposed, enforced or waived in the
best long-term interests and short-term interests of the corporation and
its stockholders considering, without limitation, the prospects for
potential growth, development, productivity and profitability of the
corporation.
3. The consideration for shares to be purchased under any such right
or option shall comply with the requirements of section five thousand
four of this chapter.
4. The terms and conditions of such rights or options, including the
time or times at or within which and the price or prices at which they
may be exercised and any limitations upon transferability, shall be set
forth or incorporated by reference in the instrument or instruments
evidencing such rights or options.
5. If there is shareholder approval for the issue of rights and
options, such approval may provide that the board is authorized by
certificate of amendment under section eight thousand five of this
chapter to increase the authorized shares of any class or series to such
number as will be sufficient, when added to the previously authorized
but unissued shares of such class or series, to satisfy any such rights
or options entitling the holders thereof to purchase from the
corporation authorized but unissued shares of such class or series.
6. In the absence of fraud in the transaction, the judgment of the
board shall be conclusive as to the adequacy of the consideration,
tangible or intangible, received or to be received by the corporation
for the issue of rights or options for the purchase from the corporation
of its shares.
7. The provisions of this section are inapplicable to the rights of
the holders of convertible shares, capital notes or debentures to
acquire shares upon the exercise of conversion privileges under section
five thousand sixteen of this chapter.

8. The provisions of this section are inapplicable to the rights of
officers, directors and employees of a corporation who have been issued
options to purchase authorized and unissued shares of its capital stock
under or by reference to section one hundred forty-a of this chapter.