35-14-630. Preemptive rights — shareholder. (1) The shareholders of a corporation do not have a preemptive right to acquire the corporation’s unissued shares, except to the extent the articles of incorporation provide that right.

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(2)A statement included in the articles of incorporation that “the corporation elects to have preemptive rights”, or words of similar effect, means that the following principles apply, except to the extent the articles of incorporation expressly provide otherwise:

(a)The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them.

(b)A preemptive right may be waived by a shareholder. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.

(c)There is no preemptive right with respect to:

(i)shares issued as compensation to directors, officers, employees, or agents of the corporation or its subsidiaries or affiliates;

(ii)shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, employees, or agents of the corporation or its subsidiaries or affiliates;

(iii)shares authorized in the articles of incorporation that are issued within 6 months from the effective date of incorporation; or

(iv)shares sold otherwise than for cash.

(d)Holders of shares of any class or series without voting power but with preferential rights to distributions have no preemptive rights with respect to shares of any class or series.

(e)Holders of shares of any class or series with voting power but without preferential rights to distributions have no preemptive rights with respect to shares of any class or series with preferential rights to distributions unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire the shares without preferential rights.

(f)Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of 1 year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of 1 year is subject to the shareholders’ preemptive rights.

(3)For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.