{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1038","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1038","heading":"Rights and options respecting stock","body":"\n\nRIGHTS AND OPTIONS RESPECTING STOCK\n\nA. Subject to any provisions in the certificate of\n\nincorporation, every corporation may create and issue, whether or\n\nnot in connection with the issue and sale of any shares of stock or\n\nother securities of the corporation, rights or options entitling the\n\nholders thereof to acquire from the corporation any shares of its\n\ncapital stock of any class or classes of the corporation.\n\nB. The terms upon which, including the time or times, which may\n\nbe limited or unlimited in duration, at or within which, and the\n\nconsideration, including any formula by which such consideration may\n\nbe determined, for which any such shares may be acquired from the\n\ncorporation upon the exercise of any such right or option, shall be\n\nsuch as shall be stated in the certificate of incorporation, or in a\n\nresolution adopted by the board of directors or by another person or\n\nbody authorized under this section.\n\nC. In addition to the board of directors, the board of\n\ndirectors may adopt a resolution to delegate to a person or body the\n\nauthority to enter into one or more transactions to issue rights or\n\noptions. With respect to such transactions, the rights or options\n\nmay be issued in the numbers, at the times, and for the\n\nconsideration as such person or body may determine, provided the\n\nresolution fixes:\n\n1. The maximum number of rights or options, and the maximum\n\nnumber of shares issuable upon exercise thereof, that may be issued\n\nunder such resolution;\n\n2. The period during which such rights or options, and during\n\nwhich the shares issuable upon exercise thereof, may be issued; and\n\n3. A minimum amount of consideration, if any, for which such\n\nrights or options may be issued and a minimum amount of\n\nconsideration for the shares issuable upon exercise thereof.\n\nNo such resolution shall permit a person or body to issue rights\n\nor options to such person or body.\n\nD. Any provision in a resolution described by subsection B or C\n\nof this section may be made dependent on facts ascertainable outside\n\nthe resolution, provided the manner in which such facts shall\n\noperate upon the resolution is clearly and expressly set forth in\n\nsuch resolution. As used in this subsection, “facts” includes but\n\nis not limited to the occurrence of any event, including a\n\ndetermination or action by any person or body including the\n\ncorporation; provided, if the resolution delegates to a person or\n\nbody the authority to enter into one or more transactions to issue\n\nrights or options under subsection C of this section, the provisions\n\ndescribed by paragraphs 1 through 3 of subsection C of this section\n\nmay not be made dependent on a determination or action by such\n\nperson or body.\n\nE. The minimum consideration to be received for the shares of\n\nstock of the corporation to be issued upon exercise of such rights\n\nor options shall be no less than the amount set forth in Section\n\n1034 of this title.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"cc1de0ba301461321bc47be55992b92661fafd96c3530beb628137a6910d33c6","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1037","next":"us-ok/okla.-stat.-tit.-18-18-1039"},"notice":"GroundRules: Original legal text. Not legal advice."}