Rules Governing Redeemable and Treasury Shares

April 26, 1982

CCP * NO. 1

RULES GOVERNING REDEEMABLE AND TREASURY SHARES (1982)

The following rules governing redeemable shares (Section 8, CCP) and treasury shares (Section 9 and 41, CCP) are hereby promulgated:

SECTION 1. General Provisions. — The outstanding capital stock of a corporation, including unpaid subscriptions, shall constitute a trust fund held by the corporation for the benefit of its creditors which shall not be returned to the stockholders by repurchase of shares or otherwise, except in the manner as provided for under the Corporation Code and these rules. cdphil

SECTION 2. Definitions. — The following terms shall have the respective meanings when used in these rules:

a. Treasury shares — Treasury shares are shares of stock which have been issued and fully paid, but subsequently reacquired by the issuing corporation by purchase, redemption, donation or through some other lawful means.

b. Redeemable shares. — Redeemable shares are shares of stock issued by a corporation which said corporation can purchase or take up from their holders as expressly provided for in its articles of incorporation and certificates of...

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