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action agreement Alan Carr amendment amount articles of incorporation assets attorneys authority BarChris BarChris's Baslow board of directors BUSINESS CORPORATION ACT by-laws capital capital surplus cash certificate Commission common stock counsel court defendant distribution dividend duplicate originals earnings effect election entitled to vote Falk filed firm foreign corporation franchise taxes holders interest intrastate offering investment investors issued issuer joint stock company Kircher liability limited partner limited partnership Magrew meeting of shareholders ment merger or consolidation MODEL BUSINESS CORPORATION notice number of directors number of shares offeree representative offering exemption payment person plaintiff plan of merger poration Positone process preemptive right president prior profits prospectus purchase purpose pursuant reasonable received registration statement Regulation A offerings rights and preferences rule l46 Secretary Section shares entitled Shop-Quick sole proprietorship stockholders surplus thereof tion transaction transfer underwriters unless voluntary dissolution vote thereon voting trust