1336                            LAWS OF MARYLAND                      [CH. 649

TER DOCUMENT OF THE CORPORATION ADOPTED THERE-
AFTER, AND (II) upon each certificate of issued and outstanding
stock of the corporation. Failure of any CHARTER DOCUMENT OR
stock certificate to contain such reference shall not affect the qualifi-
cation of the corporation as a close corporation.

101. Restriction on Transfer of Stock of a Close Corporation.

(a)    No transfer of the stock of a close corporation shall be valid
unless:

(1)    such transfer has been consented to no more than three
months prior to the date of the transfer by all stockholders of the
corporation by a signed written instrument; or

(2)    such transfer is made pursuant to a provision of a stock-
holders' agreement authorized by Section 104 of this subtitle requir-
ing the purchase of stock by, or the offer of stock to (i) the corpora-
tion, or (ii) one or more of its stockholders or its security holders, or
(iii) one or more persons named in such agreement.

(b)     Unless otherwise provided by a stockholders' agreement
authorized by Section 104 of this Article, a stockholder of a close
corporation shall have the right to require dissolution of the cor-
poration, which right shall be enforceable by petition to a court of
equity of the county in which the principal office of the corporation
is located, when (i) he has made written request for stockholder con-
sent to a proposed bona fide transfer pursuant to subsection (a) (1) of
this section, specifying the proposed transferee or transferees and the
consideration, and such consent has not been received by him within
thirty days after the date of the request, or (ii) another party to a
stockholders' agreement authorized by Section 104 of this Article has
defaulted in an obligation set forth in or arising under such agree-
ment to purchase or cause to be purchased stock of such stockholder
and such default has not been cured within thirty days after the date
for performance of such obligation. A petition for dissolution pursuant
to this subsection must be filed within two months after the date of the
request or the default, as the case may be. A proceeding for dissolu-
tion pursuant to this subsection shall be in accordance with the pro-
visions of Section 109 (b) and (c) of this Article.

(c) For purposes of this section the term "transfer" means a
transfer of any interest in the stock of a close corporation other than
(i) a transfer by operation of law to an executor, administrator,
trustee in bankruptcy, receiver, guardian or conservator, or (ii) the
creation or assignment of a security interest; provided, however,
that a transfer pursuant to foreclosure upon any security interest by
a creditor of a transfer by an executor, administrator, trustee in
bankruptcy, receiver guardian or conservator shall be a transfer
subject to the provisions of this section.

(C) FOR PURPOSES OF THIS SECTION, "TRANSFER"
MEANS ALL TRANSFERS OF ANY INTEREST IN THE STOCK
OF A CLOSE CORPORATION OTHER THAN (I) A TRANSFER
BY OPERATION OF LAW TO AN EXECUTOR, ADMINISTRA-
TOR, TRUSTEE IN BANKRUPTCY, RECEIVER, GUARDIAN,
CONSERVATOR OR SIMILAR LEGAL REPRESENTATIVE, (II)
THE ACQUISITION OF A LIEN OR POWER OF SALE PURSU-
ANT TO AN ATTACHMENT, LEVY OR SIMILAR PROCEDURE,