Notwithstanding any other provision of this chapter, a corporation which was incorporated under, or which elected to be governed by, former chapter 496A prior to December 31, 1989, shall be governed by the following until December 31, 1992:
Except to the extent limited or denied by this section or by the articles of incorporation, shareholders have a preemptive right to acquire unissued shares or securities convertible into such shares or carrying a right to subscribe to or acquire shares.
Unless otherwise provided in the articles of incorporation:
1. No preemptive right exists:
a. To acquire any shares issued to directors, officers, or employees pursuant to approval by the affirmative vote of the holders of a majority of the shares entitled to vote thereon or when authorized by and consistent with a plan approved by such a vote of shareholders.
b. To acquire any shares sold otherwise than for cash.
c. To acquire treasury shares of the corporation.
2. Holders of shares of any class that is preferred or limited as to dividends or assets are not entitled to any preemptive right.
3. Holders of shares of common stock are not entitled to any preemptive right to shares of any class that is preferred or limited as to dividends or assets or to any obligations, unless convertible into shares of common stock or carrying a right to subscribe to or acquire shares of common stock.
4. Holders of common stock without voting power have no preemptive right to shares of common stock with voting power.
5. The preemptive right is only an opportunity to acquire shares or other securities under such terms and conditions as the board of directors may fix for the purpose of providing a fair and reasonable opportunity for the exercise of the right.
89 Acts, ch 288, §185
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