N.Y. BSC Law § 513

§ 513. Purchase, redemption and certain other transactions by a\n corporation with respect to its own shares.\n (a) Notwithstanding any authority contained in the certificate of\nincorporation, the shares of a corporation may not be purchased by the\ncorporation, or, if redeemable, convertible or exchangeable shares, may\nnot be redeemed, converted or exchanged, in each case for or into cash,\nother property, indebtedness or other securities of the corporation\n(other than shares of the corporation and rights to acquire such shares)\nif the corporation is then insolvent or would thereby be made insolvent.\nShares may be purchased or redeemed only out of surplus.\n (b) When its redeemable, convertible or exchangeable shares are\npurchased by the corporation within the period during which such shares\nmay be redeemed, converted or exchanged at the option of the\ncorporation, the purchase price thereof shall not exceed the applicable\nredemption, conversion or exchange price stated in the certificate of\nincorporation. Upon a redemption, conversion or exchange, the amount\npayable by the corporation for shares having a cumulative preference on\ndividends may include the stated redemption, conversion or exchange\nprice plus accrued dividends to the next dividend date following the\ndate of redemption, conversion or exchange of such shares.\n (c) No domestic corporation which is subject to the provisions of\nsection nine hundred twelve of this chapter shall purchase or agree to\npurchase more than ten percent of the stock of the corporation from a\nshareholder for more than the market value thereof unless such purchase\nor agreement to purchase is approved by the affirmative vote of the\nboard of directors and a majority of the votes of all outstanding shares\nentitled to vote thereon at a meeting of shareholders unless the\ncertificate of incorporation requires a greater percentage of the votes\nof the outstanding shares to approve.\n The provisions of this paragraph shall not apply when the corporation\noffers to purchase shares from all holders of stock or for stock which\nthe holder has been the beneficial owner of for more than two years.\n The terms "stock", "beneficial owner", and "market value" shall be as\ndefined in section nine hundred twelve of this chapter.\n