As Amended
SEC. 49-20-6. Restrictions on transfering of shares and other securities of river timberlands company.
(1) Notwithstanding any provision to the contrary in the Mississippi Business Corporation Act or Chapter 8 of the Mississippi Uniform Commercial Code, the articles of incorporation or bylaws (whether made by the stockholders or by the directors) of a river timberlands company may impose restrictions on the transfer or registration of transfer of shares of such company, and any such restriction may affect shares issued before the restriction was adopted, provided that the existence of the restriction (a) is noted conspicuously on the front or back of the certificate, or (b) in the case of shares evidenced by certificates outstanding at the time of its adoption, is contained in a statement in writing sent to all holders of record of the shares evidenced by such certificates promptly after the adoption of such restriction, or (c) in the case of shares not evidenced by certificates, is contained in the information statement required by Section 79-4-6.26 (b) of the Mississippi Business Corporation Act. A restriction which is so noted under paragraph (a) or contained in such a statement under paragraph (b) or (c) shall be enforceable against any person, whether or not such person has knowledge of the restriction, and regardless of whether the transfer is to be made within or without the State of Mississippi.
(2) A restriction on the transfer or registration of transfer of shares of a river timberlands company is authorized when the company's board of directors determines that a purpose of such restriction is related to one or more of the following:
(a) Maintaining the company's status when it is dependent on the number or identity of its shareholders;
(b) Preserving exemptions under federal or state securities law;
(c) Ensuring that such shares are transferrable only in connection with, and subject to any restrictions regarding, the transfer of other securities or interests as permitted by subsection (3)(e) of this section;
(d) Any other reasonable purpose.
(3) A restriction on the transfer or registration of transfer of shares of a river timberlands company may do one or more of the following:
(a) Obligate the shareholder first to offer the company or other persons (separately, consecutively or simultaneously) an opportunity to acquire the restricted shares;
(b) Obligate the company or other persons (separately, consecutively or simultaneously) to acquire the restricted shares;
(c) Require the company, the holders of any class of its shares or another person (if the choice of such other person is not manifestly unreasonable) to approve the transfer of the restricted shares;
(d) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable;
(e) Prohibit the transfer of the restricted shares other than in connection with the transfer of other securities or interests of the company or any other company, corporation, partnership, limited liability company or other entity, including cases where such other entity imposes additional restrictions on transfer of such other securities or interests as permitted by applicable law.
(4) For purposes of this section, "shares" also includes a security convertible into or carrying a right to subscribe for or acquire shares.
SOURCES: Laws, 1995, ch. 322, Sec. 1, eff from and after passage (approved March 9, 1995)