New York Laws
Title 5 - Corporate Finance
5016 - Convertible Shares, Capital Notes and Debentures.

(a) A sufficient number of authorized but unissued shares of the
appropriate class or series are reserved by the board to be issued only
in satisfaction of the conversion privileges of such convertible capital
notes, debentures or shares when issued; or
(b) The aggregate conversion privileges of such convertible capital
notes, debentures or shares when issued do not exceed the aggregate of
any shares reserved under paragraph (a) and any additional shares which
may be authorized by the board under subdivision three of this section.
5. No privilege of conversion may be conferred upon, or altered in
respect to, any shares or capital notes or debentures that would result
in the receipt by the corporation of less than the minimum consideration
required to be received upon the issue of new shares. The consideration
for shares issued upon the exercise of a conversion privilege shall be
that provided in subdivision six of section five thousand four.
6. Within ninety days after any capital notes or debentures are
converted into shares of the corporation, a certificate of the
corporation shall be signed, verified and filed as provided in section
one thousand three stating the amount of capital notes or debentures so
converted, the number of shares of each class or series into which the
same were converted, and such other information with respect thereto as
the superintendent may require.

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