Okla. Stat. tit. 18, § 18-1033

stock.

ISSUANCE OF STOCK, LAWFUL CONSIDERATION - FULLY PAID STOCK

A. The consideration, as determined pursuant to the provisions

of subsections A and B of Section 1034 of this title, for

subscriptions to, or the purchase of, the capital stock to be issued

by a corporation shall be paid in the form and manner that the board

of directors shall determine. The board of directors may authorize

capital stock to be issued for consideration consisting of cash, any

tangible or intangible property or any benefit to the corporation,

or any combination thereof, except for services to be performed.

Stock may be issued in one or more transactions in the numbers, at

the times, and for the consideration as set forth in a resolution of

the board of directors.

B. In addition to the board of directors, a resolution of the

board of directors may delegate to a person or body the authority to

enter into one or more transactions to issue stock. With respect to

such transactions, shares of stock may be issued in the numbers, at

the times, and for the consideration as such person or body may

determine, provided the resolution fixes:

1. A maximum number of shares that may be issued under such

resolution;

2. A period during which such shares may be issued; and

3. A minimum amount of consideration for which such shares may

be issued.

No resolution shall permit a person or body to issue stock to

such person or body.

C. Any provision of a resolution described by subsection A or B

of this section may be made dependent on facts ascertainable outside

the resolution, provided the manner in which such facts shall

operate upon the resolution is clearly and expressly set forth in

the resolution. As used in this subsection, “facts” includes but is

not limited to the occurrence of any event, including a

determination or action by any person or body including the

corporation; provided, if the resolution delegates to a person or

body the authority to enter into one or more transactions to issue

stock under subsection B of this section, the provisions described

in paragraphs 1 through 3 of subsection B of this section shall not

Oklahoma Statutes - Title 18. Corporations Page 351

be made dependent on a determination or action by such person or

body.

D. In the absence of actual fraud in the transaction, the

judgment of the directors as to the value or minimum amount of

consideration received by the corporation for the issuance of stock

shall be conclusive. The capital stock issued in accordance with

the provisions of this section shall be deemed to be fully paid and

nonassessable stock upon receipt by the corporation of such

consideration. Nothing contained in this section shall prevent the

board of directors from issuing partly paid shares in accordance

with the provisions of Section 1037 of this title.