- Subject to the provisions of the charter, a corporation may create and issue rights or options to acquire from the corporation shares of its capital stock (“warrants”). The warrants shall be evidenced by or in such document(s) as determined by the board.
- The terms of exercise of the warrants (including any formula to determine the exercise price) are determined by the charter, or in the board resolution providing for their creation and issue. They shall be set forth or incorporated by reference in the instrument(s) evidencing the warrants. Any formula may depend upon facts ascertainable outside the formula, provided the manner in which such facts shall operate upon the formula is clearly and expressly specified. In the absence of actual fraud in the transaction, the directors’ judgment as to the sufficiency of the consideration for the issuance of warrants shall be conclusive.
- The board may authorize 1 or more officers to: (i) designate other officers and employees of the corporation or of any of its subsidiaries as recipients of warrants, and/or (ii) determine the number of warrants they shall receive. The board resolution shall specify the total number of warrants such officer(s) may so award.
- The exercise price of warrants to acquire par-value shares shall be no less than the shares’ par value. The exercise price of warrants to acquire no-par shares shall be determined in the manner provided in § 153.