| B. Shares that are preferred as to dividends are not | entitled to participate in dividends beyond the amount of | the stated dividend preference; |
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| C. Shares that are preferred as to dividends are preferred, | on liquidation of the corporation, to the extent of the par | or stated value of the shares, if any; |
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| D. Shares that are preferred as to liquidation are not | entitled to participate in liquidation payments beyond the | amount of the liquidation preference stated in the articles | of incorporation or implied under paragraph C; |
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| E. If preferred shares cumulative as to dividends are | entitled to a preferential payment on liquidation, the | payment must also include the amount of dividends accrued | but unpaid as of the date of liquidation; |
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| F. Shares that are preferred as to dividends or as to | payments upon liquidation are not entitled to vote; and |
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| G. "Liquidation," "rights upon liquidation" and terms of | like import shall refer to the formal dissolution of the | 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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