Section 503. Subscription for shares; time of payment, forfeiture for default  


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  • (a) Unless  otherwise  provided  by  the  terms of the subscription, a
      subscription  for  shares  of  a  corporation  to  be  formed  shall  be
      irrevocable,  except  with  the  consent of all other subscribers or the
      corporation, for a period of three months from its date.
        (b) A subscription, whether made before or after the  formation  of  a
      corporation,  shall  not  be enforceable unless in writing and signed by
      the subscriber.
        (c) Unless otherwise  provided  by  the  terms  of  the  subscription,
      subscriptions  for shares, whether made before or after the formation of
      a corporation,  shall  be  paid  in  full  at  such  time,  or  in  such
      installments  and  at  such  times, as shall be determined by the board.
      Any call made by the board for payment on subscriptions shall be uniform
      as to all shares of the same class or of the same series. If a  receiver
      of the corporation has been appointed, all unpaid subscriptions shall be
      paid  at  such  times  and  in such installments as such receiver or the
      court may direct.
        (d) In the event of default in the payment of any installment or  call
      when  due,  the corporation may proceed to collect the amount due in the
      same manner as any debt due the corporation or the board may  declare  a
      forfeiture   of   the  subscriptions.  The  subscription  agreement  may
      prescribe other penalties, not amounting to forfeiture, for  failure  to
      pay  installments  or  calls  that may become due.  No forfeiture of the
      subscription shall be declared as  against  any  subscriber  unless  the
      amount due thereon shall remain unpaid for a period of thirty days after
      written  demand  has  been made therefor. If mailed, such written demand
      shall be deemed to be made when deposited in the United States mail in a
      sealed envelope addressed to the subscriber  at  his  last  post  office
      address  known  to  the corporation, with postage thereon prepaid.  Upon
      forfeiture of the  subscription,  if  at  least  fifty  percent  of  the
      subscription  price  has  been  paid, the shares subscribed for shall be
      offered for sale for cash or a binding obligation to pay cash at a price
      at least sufficient to pay the  full  balance  owed  by  the  delinquent
      subscriber  plus the expenses incidental to such sale, and any excess of
      net proceeds realized over the amount owed on such shares shall be  paid
      to  the  delinquent  subscriber  or  to  his legal representative. If no
      prospective purchaser offers a cash price or a binding obligation to pay
      cash  sufficient  to  pay  the  full  balance  owed  by  the  delinquent
      subscriber  plus  the  expenses incidental to such sale, or if less than
      fifty percent of the  subscription  price  has  been  paid,  the  shares
      subscribed  for  shall  be  cancelled  and  restored  to  the  status of
      authorized but unissued shares and all previous payments  thereon  shall
      be forfeited to the corporation and transferred to surplus.
        (e)  Notwithstanding  the provisions of paragraph (d) of this section,
      in the event of default  in  payment  or  other  performance  under  the
      instrument evidencing a subscriber's binding obligation to pay a portion
      of  the  subscription  price  or  perform  services, the corporation may
      pursue such remedies as are provided in such  instrument  or  a  related
      agreement or under law.