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corporation. Sale of all the corporate assets or | participation of the corporation in a merger or consolidation | is not deemed a liquidation. |
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| This subsection does not apply to shares already issued or | authorized on December 31, 1971. |
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| | 5. Extrinsic facts.__Terms of shares may be made dependent | upon facts objectively ascertainable outside the articles of | incorporation in accordance with section 121, subsection 10. |
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| | 6.__Variations among holders.__Any of the terms of shares may | vary among holders of the same class or series of shares as long | as the variations are expressly set forth in the articles of | incorporation. |
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| §602. Terms of class or series determined by board |
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| | 1. Determination by board of directors. If a corporation's | articles of incorporation provide, the board of directors may | determine, in whole or part, the preferences, limitations and | relative rights within the limits set forth in section 601 of any | class of shares before the issuance of any shares of that class | or one or more series within a class before the issuance of any | shares of that series. is authorized without shareholder approval | to: |
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| A.__Classify any unissued shares into one or more classes or | into one or more series within a class; |
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| B.__Reclassify any unissued shares of any class into one or | more classes or into one or more series within one or more | classes; or |
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| C.__Reclassify any unissued shares of any series of any | class into one or more classes or into one or more series | within a class. |
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| | 2. Series must have distinguishing designation. Each series | of a class must be given a distinguishing designation. |
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| | 2-A.__Terms fixed before issuance.__If the board of directors | acts pursuant to subsection 1, the board shall determine the | terms including the preferences, rights and limitations to the | same extent permitted under section 601, of: |
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| A.__Any class of shares before the issuance of any shares of | that class; or |
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