NY Banking L § 5016 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 5 - Corporate Finance 5016 - Convertible Shares, Capital Notes and Debentures.

§ 5016.  Convertible  shares, capital notes and debentures. 1. When so provided  in  the  organization  certificate,   and   subject   to   the restrictions in subdivision four of this section, a bank, trust company, stock-form  savings bank, or stock-form savings and loan association may issue preferred shares convertible, at the option of  the  holder  only, into  common  shares of any class.  Authorized shares, whether issued or unissued, may be made so convertible within such period  and  upon  such terms and conditions as are stated in the organization certificate.   2.  Unless  otherwise  provided  in  the organization certificate, and subject to subdivision four of section ninety-six and subdivision five-b of  section  two  hundred  thirty-four  of  this  chapter,  and  to  the restrictions in subdivision four of this section, a bank, trust company, stock-form  savings bank, or stock-form savings and loan association may issue its capital notes or debentures convertible  into  shares  of  the corporation within such period and upon such terms and conditions as are fixed by the board.   3.  If  there  is stockholder approval for the issue of capital notes, debentures or shares convertible into shares of  the  corporation,  such approval  may  provide  that  the  board is authorized by certificate of amendment under section eight thousand five to increase  the  authorized shares of any class or series to such number as will be sufficient, when added  to the previously authorized but unissued shares of such class or series, to satisfy the conversion privileges of any such capital  notes, debentures or shares convertible into shares of such class or series.   4.  No  issue  of capital notes, debentures or shares convertible into shares of the corporation shall be made unless:  (a) A sufficient number of  authorized  but  unissued  shares  of  the appropriate  class or series are reserved by the board to be issued only in satisfaction of the conversion privileges of such convertible capital notes, debentures or shares when issued; or  (b) The aggregate conversion privileges of  such  convertible  capital notes,  debentures  or shares when issued do not exceed the aggregate of any shares reserved under paragraph (a) and any additional shares  which may be authorized by the board under subdivision three of this section.   5.  No  privilege  of  conversion may be conferred upon, or altered in respect to, any shares or capital notes or debentures that would  result in the receipt by the corporation of less than the minimum consideration required to be received upon the issue of new shares.  The consideration for  shares  issued upon the exercise of a conversion privilege shall be that provided in subdivision six of section five thousand four.   6. Within ninety days  after  any  capital  notes  or  debentures  are converted   into  shares  of  the  corporation,  a  certificate  of  the corporation shall be signed, verified and filed as provided  in  section one  thousand three stating the amount of capital notes or debentures so converted, the number of shares of each class or series into  which  the same  were converted, and such other information with respect thereto as the superintendent may require.