294 LAWS OF MARYLAND [CH. 135

(3) Except as permitted by the preceding paragraphs (a)
(3), (b) (1) and (b) (2) of this section, no corporation may
acquire BY PURCHASE OR REDEMPTION shares of its own
stock except out of surplus.

(c) No corporation of this State may redeem or acquire for
value any shares of its own stock when it is insolvent or when
the effect of such redemption or acquisition would be to render
it insolvent. For the purposes of this section, a corporation
shall be deemed to be insolvent if its debts exceed its assets
taken at a fair valuation or if it is unable to meet its debts
as they mature in the usual course of business.

(d) No acquisition by any corporation by gift, bequest or
purchase of shares of its own stock which have not been fully
paid shall release, or be made the basis of a release of, the
liability of the holders thereof unless the assets of the cor-
poration remaining immediately after such release shall be
not less than the debts of the corporation plus the amount of
its issued capital stock.

(e) Any stockholder whose shares have been acquired con-
trary to the provisions of this section shall be liable to the
corporation, its receiver or other person winding up its affairs,
to the extent that the consideration paid to him was paid in
violation of this section.

(f) Nothing contained in this section shall prevent the
issuance or exchange by a corporation of shares of its stock
of one or more classes for shares of its stock of any other class
or classes.

(g) Any shares of its stock acquired by any corporation,
except shares acquired for retirement or by surrender of con-
vertible shares, may be held by the corporation or sold or
otherwise disposed of by it for its corporate purposes, as de-
termined by the board of directors, from time to time, unless
otherwise provided in the charter.

29. (Retirement of Shares. ) (a) Any shares of its stock sub-
ject to redemption acquired by a corporation, and any con-
vertible shares of a corporation acquired in exchange for the
shares into which they are convertible, shall be deemed retired
without any proceeding for reduction of stated capital or
amendment of its charter. Any corporation, if it so elects,
may file articles of reduction setting forth such transaction.

(b) Any other shares of its stock acquired by any corpora-
tion may be retired by reduction of the stated capital as pro-
vided in this sub-title.