1536

LAWS OF MARYLAND

[Ch. 311

CONSIDERATION TO BE RECEIVED BY THE CORPORATION, AS
DETERMINED BY THE BOARD OF DIRECTORS OR AS SET FORTH IN
THE CHARTER, IS AT LEAST EQUAL TO:

(I)    THE PAR VALUE OF THE STOCK TO BE ISSUED;

(II)    IN THE CASE OF STOCK WITHOUT PAR VALUE,
THE STATED CAPITAL PER SHARE OF THE SHARES OF THE SAME
CLASS THEN OUTSTANDING; OR

(III)    IN THE CASE OF CONVERTIBLE SECURITIES,
THE PAR VALUE OR THE STATED CAPITAL PER SHARE, AS THE
CASE MAY BE, OF THE STOCK INTO WHICH THE CONVERTIBLE
SECURITIES ARE CONVERTIBLE, IF GREATER THAN THE PAR
VALUE, STATED CAPITAL PER SHARE, OR PRINCIPAL AMOUNT OF
THE CONVERTIBLE SECURITIES; OR

(3) . (I) THE ISSUANCE AS AUTHORIZED BY THE
BOARD OF DIRECTORS WAS SUBMITTED FOR APPROVAL AT EITHER
AN ANNUAL OR A SPECIAL MEETING OF THE STOCKHOLDERS ;

(II)    NOTICE STATING THAT A PURPOSE OF THE
MEETING WILL BE TO ACT ON THE PROPOSED ISSUANCE WAS
GIVEN IN THE MANNER REQUIRED BY SUBTITLE 5 OF THIS TITLE
TO EACH STOCKHOLDER ENTITLED TO VOTE ON THE MATTER; AND

(III)   THE ISSUANCE WAS APPROVED BY THE
STOCKHOLDERS.

(C)   WHEN APPROVAL NOT REQUIRED.

UNLESS THE CHARTER OR BYLAWS PROVIDE OTHERWISE,
APPROVAL OF THE STOCKHOLDERS IS NOT REQUIRED UNDER THIS
SECTION FOR THE ISSUANCE OF STOCK AS A STOCK DIVIDEND.

(D)    WARRANTS OR OPTIONS.

WARRANTS OR OPTIONS PURPORTING TO CONFER OR
EVIDENCE THE RIGHT TO SUBSCRIBE FOR OR OTHERWISE ACQUIRE
STOCK OR CONVERTIBLE SECURITIES MAY NOT BE ISSUED AND
ARE NOT VALID UNLESS THE ISSUANCE OF THE STOCK OR
CONVERTIBLE SECURITIES SUBJECT TO THE WARRANTS OR OPTIONS
HAS BEEN AUTHORIZED AS PROVIDED IN THIS SUBTITLE.

(E)  EXCEPTION.

THIS SECTION DOES NOT APPLY TO ANY ISSUANCE
DESCRIBED IN §2-203 (D) OF THIS SUBTITLE.

REVISOR'S NOTE: Subsections (a), (b), (c), and (d)
of this section presently appear,
respectively, in Art. 23, § 20(b)(1), (d),
(g), and (h) .