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General Laws

Section 28. Except as otherwise provided in the articles of organization or by-laws, a corporation may issue fractional shares of stock, and may issue in lieu thereof scrip in registered or bearer form which, depending upon how the shares of the corporation are evidenced, shall entitle the holder to receive a certificate for a full share or have an uncertificated share registered in his name upon the surrender of such scrip aggregating a full share. A fractional share shall, but scrip shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, or to participate in any of the assets of the corporation in the event of liquidation. The directors shall fix the terms and conditions and manner of issue of such scrip, which may include a condition that it shall become void if not exchanged for full shares before a specified date, or a condition that the shares for which such scrip is exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of such scrip.

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