New York Proposal to ratify the prior grant of options to each directors to purchase common stock

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Control #:
US-CC-18-363C-NE
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Word; 
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This sample form, a detailed Proposal to Ratify the Prior Grant of Options to each Directors to Purchase Common Stock document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

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FAQ

For example, the articles may state that new shares can only be issued to existing shareholders and their family members. If your company has only one class of share a director can allot shares of that existing class without prior shareholder approval, provided that the articles do not prohibit such an action.

However, among other limitations, Rule 701 limits the amount of equity issued to no more than $10 million in a given 12 month period before robust disclosures need to be delivered (including financial statements, risk factors and a summary equity plan description).

Stock dilution can help raise money for the next stage of growth. It can also help a company just meet its overhead. Essentially, the company can just issue more shares to the market as a secondary offering to attract investors.

In most situations, you will need to first offer the shares to existing shareholders and get approval from the board.

For example, if a company's stock has a current fair value of $1 per share, an option with an existing exercise price of $1.50 per share might be repriced to have an exercise price of $1.00 share.

For example, the articles may state that new shares can only be issued to existing shareholders and their family members. If your company has only one class of share a director can allot shares of that existing class without prior shareholder approval, provided that the articles do not prohibit such an action.

Can a Company Issue More Shares Than Authorized? No, a company is limited to issuing only the quantity of shares it is authorized to issue.

The expense for repriced options is determined by taking the difference of the re-calculated fair value of the original award at the time of repricing and the fair value of the new award.

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New York Proposal to ratify the prior grant of options to each directors to purchase common stock