North Dakota Code 10-35-17 – Approval of certain issuances of shares
1. An issuance by a publicly traded corporation of shares, or other securities convertible into or rights exercisable for shares, in a transaction or a series of integrated transactions, requires approval of the shareholders if the voting power of the shares that are issued or issuable as a result of the transaction or series of integrated transactions will exceed twenty percent of the voting power of the shares of the corporation which were outstanding immediately before the transaction.
Terms Used In North Dakota Code 10-35-17
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
2. Subsection 1 does not apply to:
a. A public offering solely for cash, cash equivalents or a combination of cash and cash equivalents; or
b. A bona fide private financing, solely for cash, cash equivalents or a combination of cash and cash equivalents, of:
(1) Shares at a price equal to at least the greater of the book or market value of the corporation’s common shares; or
(2) Other securities or rights if the conversion or exercise price is equal to at least the greater of the book or market value of the corporation’s common shares.
3. For purposes of this section:
a. The voting power of shares issued and issuable as a result of a transaction or series of integrated transactions shall be the greater of:
(1) The voting power of the shares to be issued; or
(2) The voting power of the shares that would be outstanding after giving effect to the conversion of convertible shares and other securities and the exercise of rights to be issued.
b. A series of transactions is integrated if consummation of one transaction is made contingent on consummation of one or more of the other transactions.
c. “Bona fide private financing” means a sale in which:
(1) A registered broker-dealer purchases the shares, other securities, or rights from the publicly traded corporation with a view to their private sale to one or more purchasers; or
(2) The corporation sells the shares, other securities, or rights to multiple purchasers, and no one purchaser or group of related purchasers acquires, or has the right to acquire, more than five percent of the voting power of shares issued or issuable in the transaction or series of integrated transactions.