reglab/statecodes huggingface dataset:
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 168. Judicial proceedings to compel issuance of new certificate or uncertificated shares.

§ 168. Judicial proceedings to compel issuance of new certificate or uncertificated shares.
(a) If a corporation refuses to issue new uncertificated shares or a new certificate of stock in place of a certificate theretofore issued by it, or by any corporation of which it is the lawful successor, alleged to have been lost, stolen or destroyed, the owner of the lost, stolen or destroyed certificate or such owner's legal representatives may apply to the Court of Chancery for an order requiring the corporation to show cause why it should not issue new uncertificated shares or a new certificate of stock in place of the certificate so lost, stolen or destroyed. Such application shall be by a complaint which shall state the name of the corporation, the number and date of the certificate, if known or ascertainable by the plaintiff, the number of shares of stock represented thereby and to whom issued, and a statement of the circumstances attending such loss, theft or destruction. Thereupon the court shall make an order requiring the corporation to show cause at a time and place therein designated, why it should not issue new uncertificated shares or a new certificate of stock in place of the one described in the complaint. A copy of the complaint and order shall be served upon the corporation at least 5 days before the time designated in the order.
(b) If, upon hearing, the court is satisfied that the plaintiff is the lawful owner of the number of shares of capital stock, or any part thereof, described in the complaint, and that the certificate therefor has been lost, stolen or destroyed, and no sufficient cause has been shown why new uncertificated shares or a new certificate should not be issued in place thereof, it shall make an order requiring the corporation to issue and deliver to the plaintiff new uncertificated shares or a new certificate for such shares. In its order the court shall direct that, prior to the issuance and delivery to the plaintiff of such new uncertificated shares or a new certificate, the plaintiff give the corporation a bond in such form and with such security as to the court appears sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new uncertificated shares or new certificate. No corporation which has issued uncertificated shares or a certificate pursuant to an order of the court entered hereunder shall be liable in an amount in excess of the amount specified in such bond.
8 Del. C. 1953, §  168;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  16;  71 Del. Laws, c. 339, §  25;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 169. Situs of ownership of stock.

§ 169. Situs of ownership of stock.
For all purposes of title, action, attachment, garnishment and jurisdiction of all courts held in this State, but not for the purpose of taxation, the situs of the ownership of the capital stock of all corporations existing under the laws of this State, whether organized under this chapter or otherwise, shall be regarded as in this State.
8 Del. C. 1953, §  169;  56 Del. Laws, c. 50.;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 170. Dividends; payment; wasting asset corporations.

§ 170. Dividends; payment; wasting asset corporations.
(a) The directors of every corporation, subject to any restrictions contained in its certificate of incorporation, may declare and pay dividends upon the shares of its capital stock either:
(1) Out of its surplus, as defined in and computed in accordance with §§ 154 and 244 of this title; or
(2) In case there shall be no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
If the capital of the corporation, computed in accordance with §§ 154 and 244 of this title, shall have been diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, the directors of such corporation shall not declare and pay out of such net profits any dividends upon any shares of any classes of its capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired. Nothing in this subsection shall invalidate or otherwise affect a note, debenture or other obligation of the corporation paid by it as a dividend on shares of its stock, or any payment made thereon, if at the time such note, debenture or obligation was delivered by the corporation, the corporation had either surplus or net profits as provided in (a)(1) or (2) of this section from which the dividend could lawfully have been paid.
(b) Subject to any restrictions contained in its certificate of incorporation, the directors of any corporation engaged in the exploitation of wasting assets (including but not limited to a corporation engaged in the exploitation of natural resources or other wasting assets, including patents, or engaged primarily in the liquidation of specific assets) may determine the net profits derived from the exploitation of such wasting assets or the net proceeds derived from such liquidation without taking into consideration the depletion of such assets resulting from lapse of time, consumption, liquidation or exploitation of such assets.
8 Del. C. 1953, §  170;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  9;  59 Del. Laws, c. 106, §  5;  64 Del. Laws, c. 112, §  17;  67 Del. Laws, c. 376, §  5;  69 Del. Laws, c. 61, §  3;  72 Del. Laws, c. 123, §  3;  77 Del. Laws, c. 253, §  18;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 171. Special purpose reserves.

§ 171. Special purpose reserves.
The directors of a corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.
8 Del. C. 1953, §  171;  56 Del. Laws, c. 50.;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 172. Liability of directors and committee members as to dividends or stock redemption.

§ 172. Liability of directors and committee members as to dividends or stock redemption.
A member of the board of directors, or a member of any committee designated by the board of directors, shall be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of its officers or employees, or committees of the board of directors, or by any other person as to matters the director reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation, as to the value and amount of the assets, liabilities and/or net profits of the corporation or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the corporation's stock might properly be purchased or redeemed.
8 Del. C. 1953, §  172;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  10;  66 Del. Laws, c. 136, §  5;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 173. Declaration and payment of dividends.

§ 173. Declaration and payment of dividends.
No corporation shall pay dividends except in accordance with this chapter. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock. If the dividend is to be paid in shares of the corporation's theretofore unissued capital stock the board of directors shall, by resolution, direct that there be designated as capital in respect of such shares an amount which is not less than the aggregate par value of par value shares being declared as a dividend and, in the case of shares without par value being declared as a dividend, such amount as shall be determined by the board of directors. No such designation as capital shall be necessary if shares are being distributed by a corporation pursuant to a split-up or division of its stock rather than as payment of a dividend declared payable in stock of the corporation.
8 Del. C. 1953, §  173;  56 Del. Laws, c. 50;  59 Del. Laws, c. 437, §  10;  65 Del. Laws, c. 127, §  5;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter V. Stock and Dividends › § 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation.

§ 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation.
(a) In case of any wilful or negligent violation of § 160 or § 173 of this title, the directors under whose administration the same may happen shall be jointly and severally liable, at any time within 6 years after paying such unlawful dividend or after such unlawful stock purchase or redemption, to the corporation, and to its creditors in the event of its dissolution or insolvency, to the full amount of the dividend unlawfully paid, or to the full amount unlawfully paid for the purchase or redemption of the corporation's stock, with interest from the time such liability accrued. Any director who may have been absent when the same was done, or who may have dissented from the act or resolution by which the same was done, may be exonerated from such liability by causing his or her dissent to be entered on the books containing the minutes of the proceedings of the directors at the time the same was done, or immediately after such director has notice of the same.
(b) Any director against whom a claim is successfully asserted under this section shall be entitled to contribution from the other directors who voted for or concurred in the unlawful dividend, stock purchase or stock redemption.
(c) Any director against whom a claim is successfully asserted under this section shall be entitled, to the extent of the amount paid by such director as a result of such claim, to be subrogated to the rights of the corporation against stockholders who received the dividend on, or assets for the sale or redemption of, their stock with knowledge of facts indicating that such dividend, stock purchase or redemption was unlawful under this chapter, in proportion to the amounts received by such stockholders respectively.
8 Del. C. 1953, §  174;  56 Del. Laws, c. 50;  59 Del. Laws, c. 106, §  6;  71 Del. Laws, c. 339, §§  26, 27;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter VI. Stock Transfers › § 201. Transfer of stock, stock certificates and uncertificated stock.

§ 201. Transfer of stock, stock certificates and uncertificated stock.
Except as otherwise provided in this chapter, the transfer of stock and the certificates of stock which represent the stock or uncertificated stock shall be governed by Article 8 of subtitle I of Title 6. To the extent that any provision of this chapter is inconsistent with any provision of subtitle I of Title 6, this chapter shall be controlling.
8 Del. C. 1953, §  201;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  18;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter VII. Meetings, Elections, Voting and Notice › § 214. Cumulative voting.

§ 214. Cumulative voting.
The certificate of incorporation of any corporation may provide that at all elections of directors of the corporation, or at elections held under specified circumstances, each holder of stock or of any class or classes or of a series or series thereof shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative voting) such holder would be entitled to cast for the election of directors with respect to such holder's shares of stock multiplied by the number of directors to be elected by such holder, and that such holder may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any 2 or more of them as such holder may see fit.
8 Del. C. 1953, §  214;  56 Del. Laws, c. 50;  57 Del. Laws, c. 148, §  37;  57 Del. Laws, c. 421, §  5;  71 Del. Laws, c. 339, §  32;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter VII. Meetings, Elections, Voting and Notice › § 216. Quorum and required vote for stock corporations.

§ 216. Quorum and required vote for stock corporations.
Subject to this chapter in respect of the vote that shall be required for a specified action, the certificate of incorporation or bylaws of any corporation authorized to issue stock may specify the number of shares and/or the amount of other securities having voting power the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business, but in no event shall a quorum consist of less than 1/3 of the shares entitled to vote at the meeting, except that, where a separate vote by a class or series or classes or series is required, a quorum shall consist of no less than 1/3 of the shares of such class or series or classes or series. In the absence of such specification in the certificate of incorporation or bylaws of the corporation:
(1) A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders;
(2) In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders;
(3) Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors; and
(4) Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series.
A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors.
8 Del. C. 1953, §  216;  56 Del. Laws, c. 50;  63 Del. Laws, c. 25, §  7;  64 Del. Laws, c. 112, §  21;  66 Del. Laws, c. 136, §§  10, 11;  71 Del. Laws, c. 339, §§  34, 35;  75 Del. Laws, c. 306, §  5;  76 Del. Laws, c. 145, §  3;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter VII. Meetings, Elections, Voting and Notice › § 217. Voting rights of fiduciaries, pledgors and joint owners of stock.

§ 217. Voting rights of fiduciaries, pledgors and joint owners of stock.
(a) Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation such person has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or such pledgee's proxy, may represent such stock and vote thereon.
(b) If shares or other securities having voting power stand of record in the names of 2 or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if 2 or more persons have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:
(1) If only 1 votes, such person's act binds all;
(2) If more than 1 vote, the act of the majority so voting binds all;
(3) If more than 1 vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority of such persons and the person appointed by the Court. If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even split for the purpose of this subsection shall be a majority or even split in interest.
8 Del. C. 1953, §  217;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §§  36, 37;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter VII. Meetings, Elections, Voting and Notice › § 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger.

§ 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger.
(a) The corporation shall prepare, no later than the tenth day before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this section shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of 10 days ending on the day before the meeting date:
(i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation.
(b) If the corporation, or an officer or agent of the corporation, refuses to permit examination of the list by a stockholder, such stockholder may apply to the Court of Chancery for an order to compel the corporation to permit such examination. The burden of proof shall be on the corporation to establish that the examination such stockholder seeks is for a purpose not germane to the meeting. The Court may summarily order the corporation to permit examination of the list upon such conditions as the Court may deem appropriate, and may make such additional orders as may be appropriate, including, without limitation, postponing the meeting or voiding the results of the meeting.
(c) For purposes of this chapter, “stock ledger” means 1 or more records administered by or on behalf of the corporation in which the names of all of the corporation's stockholders of record, the address and number of shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are recorded in accordance with § 224 of this title. The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.
8 Del. C. 1953, §  219;  56 Del. Laws, c. 50;  72 Del. Laws, c. 343, §§  9, 10;  74 Del. Laws, c. 84, §  4;  76 Del. Laws, c. 252, §§  1, 2;  77 Del. Laws, c. 14, §  6;  81 Del. Laws, c. 86, §§ 5, 6;  83 Del. Laws, c. 377, § 6;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter VII. Meetings, Elections, Voting and Notice › § 221. Voting, inspection and other rights of bondholders and debenture holders.

§ 221. Voting, inspection and other rights of bondholders and debenture holders.
Every corporation may in its certificate of incorporation confer upon the holders of any bonds, debentures or other obligations issued or to be issued by the corporation the power to vote in respect to the corporate affairs and management of the corporation to the extent and in the manner provided in the certificate of incorporation and may confer upon such holders of bonds, debentures or other obligations the same right of inspection of its books, accounts and other records, and also any other rights, which the stockholders of the corporation have or may have by reason of this chapter or of its certificate of incorporation. If the certificate of incorporation so provides, such holders of bonds, debentures or other obligations shall be deemed to be stockholders, and their bonds, debentures or other obligations shall be deemed to be shares of stock, for the purpose of any provision of this chapter which requires the vote of stockholders as a prerequisite to any corporate action and the certificate of incorporation may divest the holders of capital stock, in whole or in part, of their right to vote on any corporate matter whatsoever, except as set forth in § 242(b)(2) of this title.
8 Del. C. 1953, §  221;  56 Del. Laws, c. 50;  57 Del. Laws, c. 421, §  6;  65 Del. Laws, c. 127, §  6;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter VII. Meetings, Elections, Voting and Notice › § 222. Notice of meetings and adjourned meetings.

§ 222. Notice of meetings and adjourned meetings.
(a) Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given in accordance with § 232 of this title, and such notice shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
(b) Unless otherwise provided in this chapter, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.
(c) Unless the bylaws otherwise require, when a meeting is adjourned to another time or place, (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (iii) set forth in the notice of meeting given in accordance with subsection (a) of this section. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with § 213(a) of this title, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.
8 Del. C. 1953, §  222;  56 Del. Laws, c. 50;  58 Del. Laws, c. 235, §  3;  71 Del. Laws, c. 339, §  40;  72 Del. Laws, c. 343, §§  11-13;  77 Del. Laws, c. 14, §§  7-9;  82 Del. Laws, c. 45, § 8;  83 Del. Laws, c. 377, § 7;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter VII. Meetings, Elections, Voting and Notice › § 223. Vacancies and newly created directorships.

§ 223. Vacancies and newly created directorships.
(a) Unless otherwise provided in the certificate of incorporation or bylaws:
(1) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director;
(2) Whenever the holders of any class or classes of stock or series thereof are entitled to elect 1 or more directors by the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.
If at any time, by reason of death or resignation or other cause, a corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the certificate of incorporation or the bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in § 211 or § 215 of this title.
(b) In the case of a corporation the directors of which are divided into classes, any directors chosen under subsection (a) of this section shall hold office until the next election of the class for which such directors shall have been chosen, and until their successors shall be elected and qualified.
(c) If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10 percent of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by § 211 or § 215 of this title as far as applicable.
(d) Unless otherwise provided in the certificate of incorporation or bylaws, when 1 or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.
8 Del. C. 1953, §  223;  56 Del. Laws, c. 50;  63 Del. Laws, c. 25, §  10;  73 Del. Laws, c. 298, §  8;  77 Del. Laws, c. 253, §§  24, 25;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter VII. Meetings, Elections, Voting and Notice › § 224. Form of records.

§ 224. Form of records.
Any records administered by or on behalf of the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, method, or 1 or more electronic networks or databases (including 1 or more distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders specified in §§ 219 and 220 of this title, (ii) record the information specified in §§ 156, 159, 217(a) and 218 of this title, and (iii) record transfers of stock as governed by Article 8 of subtitle I of Title 6. Any corporation shall convert any records so kept into clearly legible paper form upon the request of any person entitled to inspect such records pursuant to any provision of this chapter. When records are kept in such manner, a clearly legible paper form prepared from or by means of the information storage device, method, or 1 or more electronic networks or databases (including 1 or more distributed electronic networks or databases) shall be valid and admissible in evidence, and accepted for all other purposes, to the same extent as an original paper record of the same information would have been, provided the paper form accurately portrays the record.
8 Del. C. 1953, §  224;  56 Del. Laws, c. 50;  57 Del. Laws, c. 148, §  15;  72 Del. Laws, c. 343, §  14;  81 Del. Laws, c. 86, § 7;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter VII. Meetings, Elections, Voting and Notice › § 226. Appointment of custodian or receiver of corporation on deadlock or for other cause.

§ 226. Appointment of custodian or receiver of corporation on deadlock or for other cause.
(a) The Court of Chancery, upon application of any stockholder, may appoint 1 or more persons to be custodians, and, if the corporation is insolvent, to be receivers, of and for any corporation when:
(1) At any meeting held for the election of directors the stockholders are so divided that they have failed to elect successors to directors whose terms have expired or would have expired upon qualification of their successors; or
(2) The business of the corporation is suffering or is threatened with irreparable injury because the directors are so divided respecting the management of the affairs of the corporation that the required vote for action by the board of directors cannot be obtained and the stockholders are unable to terminate this division; or
(3) The corporation has abandoned its business and has failed within a reasonable time to take steps to dissolve, liquidate or distribute its assets.
(b) A custodian appointed under this section shall have all the powers and title of a receiver appointed under § 291 of this title, but the authority of the custodian is to continue the business of the corporation and not to liquidate its affairs and distribute its assets, except when the Court shall otherwise order and except in cases arising under paragraph (a)(3) of this section or § 352(a)(2) of this title.
(c) In the case of a charitable nonstock corporation, the applicant shall provide a copy of any application referred to in subsection (a) of this section to the Attorney General of the State of Delaware within 1 week of its filing with the Court of Chancery.
8 Del. C. 1953, §  226;  56 Del. Laws, c. 50;  77 Del. Laws, c. 253, §  27;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter VII. Meetings, Elections, Voting and Notice › § 227. Powers of Court in elections of directors.

§ 227. Powers of Court in elections of directors.
(a) The Court of Chancery, in any proceeding instituted under § 211, § 215 or § 225 of this title may determine the right and power of persons claiming to own stock to vote at any meeting of the stockholders.
(b) The Court of Chancery may appoint a Magistrate in Chancery to hold any election provided for in § 211, § 215 or § 225 of this title under such orders and powers as it deems proper; and it may punish any officer or director for contempt in case of disobedience of any order made by the Court; and, in case of disobedience by a corporation of any order made by the Court, may enter a decree against such corporation for a penalty of not more than $5,000.
8 Del. C. 1953, §  227;  56 Del. Laws, c. 50;  77 Del. Laws, c. 253, §  28;  84 Del. Laws, c. 101, § 1;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter VII. Meetings, Elections, Voting and Notice › § 229. Waiver of notice.

§ 229. Waiver of notice.
Whenever notice is required to be given under any provision of this chapter or the certificate of incorporation or bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or the bylaws.
8 Del. C. 1953, §  229;  56 Del. Laws, c. 50;  57 Del. Laws, c. 148, §  17;  72 Del. Laws, c. 343, §  16;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter VII. Meetings, Elections, Voting and Notice › § 233. Notice to stockholders sharing an address.

§ 233. Notice to stockholders sharing an address.
(a) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of this chapter, the certificate of incorporation, or the bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation.
(b) Any stockholder who fails to object in writing to the corporation, within 60 days of having been given written notice by the corporation of its intention to send the single notice permitted under subsection (a) of this section, shall be deemed to have consented to receiving such single written notice.
(c) [Repealed.]
(d) This section shall not apply to § 164, § 296, § 311, § 312 or § 324 of this title.
73 Del. Laws, c. 298, §  9;  77 Del. Laws, c. 253, §  30;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock › § 241. Amendment of certificate of incorporation before receipt of payment for stock.

§ 241. Amendment of certificate of incorporation before receipt of payment for stock.
(a) Before a corporation has received any payment for any of its stock, it may amend its certificate of incorporation at any time or times, in any and as many respects as may be desired, so long as its certificate of incorporation as amended would contain only such provisions as it would be lawful and proper to insert in an original certificate of incorporation filed at the time of filing the amendment.
(b) The amendment of a certificate of incorporation authorized by this section shall be adopted by a majority of the incorporators, if directors were not named in the original certificate of incorporation or have not yet been elected, or, if directors were named in the original certificate of incorporation or have been elected and have qualified, by a majority of the directors. A certificate setting forth the amendment and certifying that the corporation has not received any payment for any of its stock, or that the corporation has no members, as applicable, and that the amendment has been duly adopted in accordance with this section shall be executed, acknowledged and filed in accordance with § 103 of this title. Upon such filing, the corporation's certificate of incorporation shall be deemed to be amended accordingly as of the date on which the original certificate of incorporation became effective, except as to those persons who are substantially and adversely affected by the amendment and as to those persons the amendment shall be effective from the filing date.
(c) This section will apply to a nonstock corporation before such a corporation has any members; provided, however, that all references to directors shall be deemed to be references to members of the governing body of the corporation.
8 Del. C. 1953, §  241;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  23;  70 Del. Laws, c. 587, §  13;  77 Del. Laws, c. 253, §§  31, 32;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock › § 243. Retirement of stock.

§ 243. Retirement of stock.
(a) A corporation, by resolution of its board of directors, may retire any shares of its capital stock that are issued but are not outstanding.
(b) Whenever any shares of the capital stock of a corporation are retired, they shall resume the status of authorized and unissued shares of the class or series to which they belong unless the certificate of incorporation otherwise provides. If the certificate of incorporation prohibits the reissuance of such shares, or prohibits the reissuance of such shares as a part of a specific series only, a certificate stating that reissuance of the shares (as part of the class or series) is prohibited identifying the shares and reciting their retirement shall be executed, acknowledged and filed and shall become effective in accordance with § 103 of this title. When such certificate becomes effective, it shall have the effect of amending the certificate of incorporation so as to reduce accordingly the number of authorized shares of the class or series to which such shares belong or, if such retired shares constitute all of the authorized shares of the class or series to which they belong, of eliminating from the certificate of incorporation all reference to such class or series of stock.
(c) If the capital of the corporation will be reduced by or in connection with the retirement of shares, the reduction of capital shall be effected pursuant to § 244 of this title.
8 Del. C. 1953, §  243;  56 Del. Laws, c. 50;  57 Del. Laws, c. 149;  57 Del. Laws, c. 421, §  7;  59 Del. Laws, c. 106, §  8;  66 Del. Laws, c. 136, §§  15, 16;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock › § 244. Reduction of capital.

§ 244. Reduction of capital.
(a) A corporation, by resolution of its board of directors, may reduce its capital in any of the following ways:
(1) By reducing or eliminating the capital represented by shares of capital stock which have been retired;
(2) By applying to an otherwise authorized purchase or redemption of outstanding shares of its capital stock some or all of the capital represented by the shares being purchased or redeemed, or any capital that has not been allocated to any particular class of its capital stock;
(3) By applying to an otherwise authorized conversion or exchange of outstanding shares of its capital stock some or all of the capital represented by the shares being converted or exchanged, or some or all of any capital that has not been allocated to any particular class of its capital stock, or both, to the extent that such capital in the aggregate exceeds the total aggregate par value or the stated capital of any previously unissued shares issuable upon such conversion or exchange; or
(4) By transferring to surplus (i) some or all of the capital not represented by any particular class of its capital stock; (ii) some or all of the capital represented by issued shares of its par value capital stock, which capital is in excess of the aggregate par value of such shares; or (iii) some of the capital represented by issued shares of its capital stock without par value.
(b) Notwithstanding the other provisions of this section, no reduction of capital shall be made or effected unless the assets of the corporation remaining after such reduction shall be sufficient to pay any debts of the corporation for which payment has not been otherwise provided. No reduction of capital shall release any liability of any stockholder whose shares have not been fully paid.
(c) [Repealed.]
8 Del. C. 1953, §  244;  56 Del. Laws, c. 50;  59 Del. Laws, c. 106, §  9;  64 Del. Laws, c. 112, §§  25, 26;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter IX. Merger, Consolidation or Conversion › § 260. Powers of corporation surviving or resulting from merger or consolidation or upon conversion or domestication; issuance of stock, bonds or other indebtedness.

§ 260. Powers of corporation surviving or resulting from merger or consolidation or upon conversion or domestication; issuance of stock, bonds or other indebtedness.
(a) When 2 or more corporations are merged or consolidated, or an other entity is converted to, or a non-United States entity becomes domesticated as, a corporation of this State, the corporation surviving or resulting from the merger or consolidation or upon conversion or domestication may issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock to provide for all the payments it will be required to make, or obligations it will be required to assume, in order to effect the merger, consolidation, conversion or domestication.
(b) For the purpose of securing the payment of any bonds and obligations issued under subsection (a) of this section, the surviving, resulting, converted or domesticated corporation may mortgage its corporate franchise, rights, privileges and property, real, personal or mixed.
(c) The surviving, resulting, converting or domesticated corporation may take any of the following actions in order to effect the merger or consolidation in the manner and on the terms specified in the agreement or in order to effect the conversion or domestication in the manner and on the terms, pursuant to a plan of conversion or plan of domestication, approved by the other entity or the non-United States entity, as applicable:
(1) Issue shares of its capital stock and other securities upon conversion of or in exchange for the shares, rights, or securities of or interests in any constituent corporation, converting other entity or domesticating non-United States entity.
(2) Cancel any shares, rights, securities, or interests.
8 Del. C. 1953, §  260;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  45;  84 Del. Laws, c. 98, § 8;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter IX. Merger, Consolidation or Conversion › § 261. Effect of merger upon pending actions.

§ 261. Effect of merger upon pending actions.
Any action or proceeding, whether civil, criminal or administrative, pending by or against any corporation which is a party to a merger or consolidation shall be prosecuted as if such merger or consolidation had not taken place, or the corporation surviving or resulting from such merger or consolidation may be substituted in such action or proceeding.
8 Del. C. 1953, §  261;  56 Del. Laws, c. 50.;
2023 Delaware Code › Title 8 - Corporations › Chapter 1. GENERAL CORPORATION LAW › Subchapter X. Sale of Assets, Dissolution and Winding Up › § 271. Sale, lease or exchange of assets; consideration; procedure.

§ 271. Sale, lease or exchange of assets; consideration; procedure.
(a) Every corporation may at any meeting of its board of directors or governing body sell, lease or exchange all or substantially all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or other property, including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors or governing body deems expedient and for the best interests of the corporation, when and as authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation entitled to vote thereon or, if the corporation is a nonstock corporation, by a majority of the members having the right to vote for the election of the members of the governing body and any other members entitled to vote thereon under the certificate of incorporation or the bylaws of such corporation, at a meeting duly called upon at least 20 days' notice. The notice of the meeting shall state that such a resolution will be considered.
(b) Notwithstanding authorization or consent to a proposed sale, lease or exchange of a corporation's property and assets by the stockholders or members, the board of directors or governing body may abandon such proposed sale, lease or exchange without further action by the stockholders or members, subject to the rights, if any, of third parties under any contract relating thereto.
(c) For purposes of this section only, the property and assets of the corporation include the property and assets of any subsidiary of the corporation. As used in this subsection, “subsidiary” means any entity wholly-owned and controlled, directly or indirectly, by the corporation and includes, without limitation, corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, and/or statutory trusts. Notwithstanding subsection (a) of this section, except to the extent the certificate of incorporation otherwise provides, no resolution by stockholders or members shall be required for a sale, lease or exchange of property and assets of the corporation to a subsidiary.
8 Del. C. 1953, §  271;  56 Del. Laws, c. 50;  57 Del. Laws, c. 148, §  30;  64 Del. Laws, c. 112, §  55;  65 Del. Laws, c. 127, §  9;  75 Del. Laws, c. 30, §  28;  77 Del. Laws, c. 253, §  58;