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Sale and 3 to pay dissenting or withdrawing

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sale; and3.To pay dissenting or withdrawingstockholders entitled to payment for theirshares under the provisions of this Code. (a)SEC. 40. Power to Acquire Own Shares. Provided that the corporation has unrestrictedretained earnings in its books to cover theshares to be purchased or acquired, a stockcorporation shall have the power to purchaseor acquire its own shares for a legitimatecorporate purpose or purposes, including thefollowing cases:(a)To eliminate fractional shares arising out ofstock dividends;(b)To collect or compromise an indebtedness tothe corporation, arising out of unpaid subscription,in a delinquency sale, and to purchase delinquentshares sold during said sale; and(c)To pay dissenting or withdrawing stockholdersentitled to payment for their shares under theprovisions of this Code.
Comparative MatrixRevised Corporation Code (2019)Corporation Code (1980)Page 45 of 120Section 42. Power to invest corporate fundsin another corporation or business or for anyother purpose. – Subject to the provisions ofthis Code, a private corporation mayinvestits funds in any other corporation orbusiness or for any purpose other thanthe primarySEC. 41. Power to Invest Corporate Funds inAnother Corporation or Business or for Any OtherPurpose. – Subject to the provisions of this Code,a private corporation may invest its funds in anyothercorporation, business, or for any purpose otherthan the primary purpose for which it wasorganized,purpose for which it was organized whenapproved by a majority of the board ofdirectors or trustees and ratified by thestockholders representing at least two-thirds(2/3) of the outstanding capital stock, or byat least two thirds (2/3) of the members inthe case of non-stock corporations, at astockholder’s or member’s meeting dulycalled for the purpose. Written notice of theproposed investment and the time and placeof the meeting shall be addressed to eachstockholder or member at his place ofresidence as shown on the books of thecorporation and deposited to the addresseein the post office with postage prepaid, orserved personally: Provided, That anydissenting stockholder shall have appraisalright as provided in this Code: Provided,however, That where the investment by thecorporation is reasonably necessary toaccomplish its primary purpose as stated inthe articles of incorporation, the approval ofthe stockholders or members shall not benecessary. (17 1/2a)when approved by a majority of the board ofdirectors or trustees and ratified by thestockholders representing at least two-thirds (2/3)of the outstanding capital stock, or by at least twothirds (2/3) of the members in the case of nonstockcorporations, at a meeting duly called for thepurpose. Notice of the proposed investment andthe time and place of the meeting shall beaddressed to each stockholder or member at theplace of residence as shown in the books of thecorporation and deposited to the addressee in thepost office with postage prepaid, served personally,

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