286 LAWS OF MARYLAND [CH. 135

(e) The corporation shall, from time to time and prior to
the issuance of any such shares of stock or convertible securi-
ties, file for record with the Commission a stock issuance
statement, complying with the requirements of Section 17 of
this Article, in any case in which shares of stock are to be
issued for a consideration which does not consist of, or in-
clude, money in an amount at least equal to the par value, or,
if without par value, to the capital value (that is the stated
capital per share of the shares of the same class then out-
standing) of the shares to be so issued; or to the par value,
or the capital value, as the case may be, of the shares into
which the convertible securities may by their terms be con-
verted, if greater than the par value or capital value, or
principal amount, of such convertible securities. The fore-
going requirement is subject to the proviso, however, that no
such stock issuance statement need be filed for record with
the Commission if at the time of the issuance of the shares of
stock or convertible securities the charter of the corporation
sets forth the consideration to be received by the corporation,
including a fair description of any consideration other than
money and a statement of the actual value of such considera-
tion.

(f) If the issuance thereof has been authorized in accordance
with the provisions of this section, shares of stock having a
par value and securities convertible into shares of stock having
a par value may be issued as full paid and non-assessable not-
withstanding the fact that the price or value of the considera-
tion therefor is less than the par value of the shares so issued
or into which such securities are convertible.

(g) The authorization of the issuance of convertible securi-
ties in accordance with the requirements of this section shall
constitute a full and sufficient authorization of the issuance of
the shares of stock into which the said convertible securities
may by their terms and within the limitations of the charter
be converted.

(h) For the purposes of this section the consideration for
which stock is issued as a stock dividend shall be deemed to
be the capitalization thereby of surplus of the corporation,
and the actual value of such consideration shall be deemed
to be an amount equal to the surplus thereby capital-
ized. Unless otherwise provided by the charter or by the by-
laws, no approval of the stockholders shall be required under
this section to any such issuance of stock as a stock dividend.
The requirements of sub-section (e) of this section shall not
be applicable to any such issuance of stock as a stock dividend.

(i) No warrants or options purporting to confer or evidence
rights to subscribe to or otherwise acquire any shares of stock