292 LAWS OF MARYLAND [CH. 135

For the purposes of this sub-section, a determination of
"fair value" fixed and recorded in a resolution of the board of
directors authorizing the issuance of any such additional
shares of stock, including the price or consideration for which
such shares of stock are to be issued, shall be conclusive in the
absence of fraud or gross disparity in such determination.

(c) Unless otherwise provided in the charter, the holders
of the following securities shall have no preemptive rights:

(1) Bonds, notes, debentures or other obligations convertible
into shares of stock.

(2) Shares without then present voting power with respect
to the election of directors.

27. (Liability of Subscribers and Stockholders. ) (a) A
subscriber to, or a holder of, stock of a corporation shall be
under no obligation to the corporation or its creditors with
respect to such stock, except to the extent, if any, (1) that
the subscription price or other agreed consideration therefor
has not been paid, and (2) that any liability may be imposed
pursuant to any other provisions of this Article.

(b) No person becoming an assignee or transferee of stock
or of a subscription for stock in good faith and without knowl-
edge or notice that the full consideration therefor has not
been paid shall be personally liable to the corporation or its
creditors for any unpaid portion of such consideration.

(c) No person holding stock in any fiduciary capacity shall
be personally liable for any unpaid portion of such considera-
tion, or otherwise liable, but the estate in the hands of such
fiduciary shall be so liable.

(d) No pledgee or other holder of stock as security shall be
personally liable for any unpaid portion of such consideration.

(e) The liability imposed by this section shall be collectible
only by the corporation or its receiver or other persons winding
up its affairs.

28. (Acquisition, Retention and Disposition of Own Stock. )
(a) Any corporation of this State may, from time to time,
subject to the limitations contained in this section:

(1) Redeem shares of its stock subject to redemption or
exchange convertible shares, in accordance with the applicable
charter provisions;

(2) Purchase shares of its stock subject to redemption upon
authorization of the board of directors, subject, however, to
any limitations contained in the charter;