1546

LAWS OF MARYLAND

[Ch. 311

THE PERSON ENTITLED TO RECEIVE IT IS DETERMINED; OR

(5) ISSUE SCRIP OR OTHER EVIDENCE OF
OWNERSHIP WHICH:

(I) ENTITLES ITS HOLDER TO EXCHANGE SCRIP OR
OTHER EVIDENCE OF OWNERSHIP AGGREGATING A POLL SHARE FOR
A CERTIFICATE WHICH REPRESENTS THE SHARE; AND

(II) UNLESS OTHERWISE PROVIDED, DOES NOT
ENTITLE ITS HOLDER TO EXERCISE VOTING RIGHTS, RECEIVE
DIVIDENDS, OR PARTICIPATE IN THE ASSETS OF THE
CORPORATION IN THE EVENT OF LIQUIDATION.

(B) BOARD MAY IMPOSE CONDITIONS ON SCRIP.

THE BOARD OF DIRECTORS MAY IMPOSE ANY REASONABLE
CONDITION ON THE ISSUANCE OF THE SCRIP OR OTHER EVIDENCE
OF OWNERSHIP, INCLUDING A CONDITION THAT:

(1)   IT BECOMES VOID IF NOT EXCHANGED FOR A
CERTIFICATE REPRESENTING A FULL SHARE OF STOCK BEFORE A
SPECIFIED DATE;

(2)   THE CORPORATION MAY SELL THE STOCK FOR
WHICH THE SCRIP OR OTHER EVIDENCE OF OWNERSHIP IS
EXCHANGEABLE AND DISTRIBUTE THE PROCEEDS TO THE HOLDERS;
OR

(3)    THE PROCEEDS OF A SALE UNDER ITEM (2) OF
THIS SUBSECTION ARE FORFEITED TO THE CORPORATION IF NOT
CLAIMED WITHIN A SPECIFIED PERIOD NOT LESS THAN THREE
YEARS FROM THE DATE THE SCRIP OR OTHER EVIDENCE OF
OWNERSHIP WAS ORIGINALLY ISSUED.

REVISOR'S NOTE: This section is new language derived
without substantive change from Art. 23, §28.

2-215. LIABILITY OF SUBSCRIBERS AND HOLDERS.

(A) LIABILITY TO CORPORATE CREDITORS.

A STOCKHOLDER OR SUBSCRIBER FOR STOCK OF A
CORPORATION IS NOT OBLIGATED TO THE CORPORATION OR ITS
CREDITORS WITH RESPECT TO THE STOCK, EXCEPT TO THE EXTENT
THAT:

(1)    THE SUBSCRIPTION PRICE OR OTHER AGREED
CONSIDERATION FOR THE STOCK HAS NOT BEEN PAID; OR

(2)     LIABILITY IS IMPOSED UNDER ANY OTHER
PROVISION OF THIS ARTICLE.

(B) LIMITATION ON LIABILITY OF ASSIGNEE, FIDUCIARY