1316                            LAWS OF MARYLAND                      [CH. 649

(1)    Set forth the consideration payable in money to be received
by the corporation for the shares of stock or convertible securities to
be issued, giving both the price per share (or per $100 or $1000 of
principal value of convertible obligations) and the aggregate price so
to be received.

(2)    Describe fairly any consideration other than money to be
received for such shares of stock or convertible securities, and state
the actual value thereof as determined by the board of directors.

(3)    State that the issuance of said shares of stock or convertible
securities, or both, on the terms set forth was duly authorized by the
board of directors and approved by such vote, if any, of the holders
of any one or more classes of stock of the corporation as may be
required by this subtitle or by the charter or the by-laws.

(b)    The stock issuance statement shall be signed and acknowl-
edged in the name and on behalf of the corporation by the president
or a vice-president, the corporate seal shall be affixed and attested by
the secretary or an assistant secretary, and the matters and facts set
forth in said articles with respect to authorization and approval shall
be verified under oath by the chairman or the secretary of the meeting
at which the issuance was finally authorized or approved.]

24. Determination of Amount of Stated Capital.

(d) The foregoing provisions of this section shall not be deemed
to affect the allocation in good faith of amounts to retained earnings,
earned surplus, or another similar account where stock is issued in
a merger or consolidation or in an acquisition of all or substantially
all the outstanding stock or property and assets of another cor-
poration, provided that (i) the provisions of the first sentence of
subsection (a) of this section in respect of the accounting for stated
capital shall apply to all such transactions and (ii) the aggregate
retained earnings, earned surplus, or other similar account of the
corporation issuing such stock immediately after such transaction
shall not exceed the sum of the corresponding accounts of the cor-
porations which were parties to the transaction as the same existed
immediately prior to such transaction.

27. Stock Certificates.

(c)     [All certificates representing stock which is restricted or
limited as to its transferability or voting powers or which is pre-
ferred or limited as to its dividends or as to its share of the assets
upon liquidation, or is redeemable, shall have a statement of such
restriction, limitation, preference or redemption provision, or a sum-
mary thereof, plainly stated on the certificate.] Every certificate
representing stock issued by a corporation which is authorized to
issue stock of more than one class shall set forth upon the face or
back of the certificate, a full statement or summary of the desig-
nations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued and, if the corporation is authorized
to issue any preferred or special class in series, the variations in the
relative rights and preferences between the shares of each such
series so far as the same have been fixed and determined and the
authority of the board of directors to fix and determine the relative
rights and preferences of subsequent series. A summary of such
information included in a registration statement permitted to be-