2023 New York Laws › BSC - Business Corporation › Article 5 - Corporate Finance › 519 - Convertible or Exchangeable Shares and Bonds.

§ 519. Convertible or exchangeable shares and bonds.
(a) Unless otherwise provided in the certificate of incorporation, and
subject  to  the  restrictions  in section 513 (Purchase, redemption and
certain other transactions by a corporation  with  respect  to  its  own
shares)  and  paragraphs  (c) and (d) of this section, a corporation may
issue shares or bonds convertible  into  or  exchangeable  for,  at  the
option  of  the  holder,  the corporation or another person, or upon the
happening of a specified event, shares of any class  or  shares  of  any
series  of  any  class  or  cash,  other property, indebtedness or other
securities of the same or another corporation.
(b) If there is shareholder approval for the issue of bonds or  shares
convertible  into,  or exchangeable for, shares of the corporation, such
approval may provide that the board  is  authorized  by  certificate  of
amendment  under  section  805  (Certificate  of amendment; contents) 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 or exchange
privileges of any such bonds or shares convertible into, or exchangeable
for, shares of such class or series.
(c) No issue of bonds or shares convertible into, or exchangeable for,
shares of the corporation shall be made unless:
(1) A sufficient number of authorized but unissued shares, or treasury
shares, of the appropriate class or series are reserved by the board  to
be  issued only in satisfaction of the conversion or exchange privileges
of such convertible or exchangeable bonds or shares when issued;
(2)  The  aggregate  conversion  or  exchange   privileges   of   such
convertible  or  exchangeable  bonds or shares when issued do not exceed
the aggregate of any shares reserved  under  subparagraph  (1)  and  any
additional  shares  which may be authorized by the board under paragraph
(b); or
(3) In the case of the conversion or  exchange  of  shares  of  common
stock  other  than  into  other  shares  of  common stock, there remains
outstanding a class or series of common stock not subject to  conversion
or  exchange other than into other shares of common stock, except in the
case of corporations of the type described  in  the  exceptions  to  the
provisions of paragraph (b) of section 512 (Redeemable shares).
(d)  No  privilege  of conversion may be conferred upon, or altered in
respect to, any shares or bonds 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 or exchange privilege shall be
that provided in paragraph (g) of section 504 (Consideration and payment
for shares).
(e) When shares have  been  converted  or  exchanged,  they  shall  be
cancelled.    When bonds have been converted or exchanged, they shall be
cancelled and not reissued except upon compliance  with  the  provisions
governing the issue of convertible or exchangeable bonds.