2023 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.