Section 312. Unissued securities and reorganization

1. The holders of
  capital  stock  of  such  corporation  shall  not,  as  such,  have  any
  pre-emptive  or preferential right to purchase or subscribe for any part
  of the unissued or new issue  of  capital  stock  of  such  corporation,
  whether  now  or  hereafter  authorized  or  issued,  or  to purchase or
  subscribe for any bonds or other obligations, whether or not convertible
  into stock of such corporation, now or hereafter authorized or issued.
    2. Whenever a compromise or arrangement or any plan of  reorganization
  of  such  corporation  is  proposed  between  such  corporation  and its
  creditors, members or stockholders, the supreme court, by virtue of  its
  general  equity powers, may on application of such corporation or of any
  creditor, member or stockholder thereof, or on the  application  of  any
  receiver or receivers appointed for such corporation, order a meeting of
  such  creditors,  members or stockholders, as the case may be, as may be
  affected  by  the  proposed  compromise  or  arrangement  or   plan   of
  reorganization,  which  shall be called in such manner as the said court
  directs. If, at such meeting, such compromise or arrangement or plan  of
  reorganization  is  agreed  to  by  or  on  behalf  of the creditors, if
  affected thereby, holding two-thirds in amount  of  the  claims  against
  such  corporation,  and by or on behalf of the stockholders, if affected
  thereby, holding the majority of capital stock, and by or on  behalf  of
  the  members,  if  affected thereby, holding two-thirds in amount of the
  outstanding  notes  or  other  interest-bearing  obligations   of   such
  corporation  as  provided  for  in  section  three hundred seven of this
  article, and if such agreement shall be further evidenced by the written
  acceptance of said creditors, stockholders and members,  duly  filed  in
  the said court, such compromise or arrangement or plan of reorganization
  shall,  if  approved by the said court as just and equitable, be binding
  on all creditors, stockholders or members, as the case may be,  who  are
  affected  thereby,  and also on such corporation. All persons who become
  creditors, stockholders or members of such corporation shall  be  deemed
  to  have  become  creditors,  stockholders  or  members  subject  in all
  respects to this section, and the same shall be absolutely binding  upon
  them.  For  the  purposes of this subdivision only, members shall not be
  deemed to be creditors  and  shall  act  under  this  subdivision  as  a
  separate class.