SPIRO T. AGNEW, Governor                      1315

[(e) The corporation shall, from time to time and prior to the
issuance of any such shares of stock or convertible securities, file for
record with the Commission a stock issuance statement, complying
with the requirements of Section 21 of this Article, in any case in
which shares of stock are to be issued for a consideration which does
not consist of, or include, 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 outstanding) 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 securi-
ties may by their terms be converted, if greater than the par value or
capital value, or principal amount, of such convertible securities.
The foregoing 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 consideration.]

[(f)] (e) If the issuance thereof has been authorized in accord-
ance 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 notwithstanding
the fact that the price or value of the consideration therefor is less
than the par value of the shares so issued or into which such securi-
ties are convertible.

[(g)] (f) The authorization of the issuance of convertible se-
curities 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)] (g) 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 capitalized. 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 subsection (e) of this section shall
not be applicable to any such issuance of stock as a stock dividend.]

[(i)] (h) No warrants or options purporting to confer or evi-
dence rights to subscribe to or otherwise acquire any shares of stock
or convertible securities shall be issued or shall be valid unless the
issuance of the shares of stock or convertible securities subject there-
to, upon the terms expressed in such warrants or options, has been
authorized in accordance with the provisions of this section.

[(j)] (i) The requirements of this section shall not be appli-
cable to the issuance of shares of stock or convertible securities as
part of and pursuant to a reclassification of stock effected by amend-
ment of the charter or to a consolidation or merger made pursuant to
applicable provisions of this Article.

[21. Stock Issuance Statement.]

[(a) Every stock issuance statement filed for record with the
Commission pursuant to this subtitle, shall: