Section 1038 - Rights and options respecting stockA. Subject to any provisions in the certificate of incorporation, every corporation may create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the corporation, rights or options entitling the holders thereof to acquire from the corporation any shares of its capital stock of any class or classes of the corporation.B. The terms upon which, including the time or times, which may be limited or unlimited in duration, at or within which, and the consideration, including any formula by which such consideration may be determined, for which any such shares may be acquired from the corporation upon the exercise of any such right or option, shall be such as shall be stated in the certificate of incorporation, or in a resolution adopted by the board of directors or by another person or body authorized under this section.C. In addition to the board of directors, the board of directors may adopt a resolution to delegate to a person or body the authority to enter into one or more transactions to issue rights or options. With respect to such transactions, the rights or options may be issued in the numbers, at the times, and for the consideration as such person or body may determine, provided the resolution fixes:
1. The maximum number of rights or options, and the maximum number of shares issuable upon exercise thereof, that may be issued under such resolution;2. The period during which such rights or options, and during which the shares issuable upon exercise thereof, may be issued; and 3. A minimum amount of consideration, if any, for which such rights or options may be issued and a minimum amount of consideration for the shares issuable upon exercise thereof. No such resolution shall permit a person or body to issue rights or options to such person or body.
D. Any provision in a resolution described by subsection B or C of this section may be made dependent on facts ascertainable outside the resolution, provided the manner in which such facts shall operate upon the resolution is clearly and expressly set forth in such resolution. As used in this subsection, "facts includes but is not limited to the occurrence of any event, including a determination or action by any person or body including the corporation; provided, if the resolution delegates to a person or body the authority to enter into one or more transactions to issue rights or options under subsection C of this section, the provisions described by paragraphs 1 through 3 of subsection C of this section may not be made dependent on a determination or action by such person or body.E. The minimum consideration to be received for the shares of stock of the corporation to be issued upon exercise of such rights or options shall be no less than the amount set forth in Section 1034 of this title.Okla. Stat. tit. 18, § 1038
Amended by Laws 2024 , c. 120, s. 20, eff. 11/1/2024.Amended by Laws 2021 , c. 51, s. 5, eff. 11/1/2021.Added by Laws 1986, HB 1979, c. 292, § 38, eff. 11/1/1986; Amended by Laws 2004 , SB 1511, c. 255, § 8, eff. 11/1/2004; Amended by Laws 2008 , SB 1043, c. 253, § 7 (effective date amended to January 1, 2010, by Laws 2008 , SB 1708, c. 382, § 315; Laws 2008, SB 1708, c. 382 held unconstitutional and void by Weddington v. Henry, 2008 OK 102, 202 P.3d 143).