1560

LAWS OF MARYLAND

[Ch. 311

SURPLUS.

(E)       EFFECT OF CERTAIN ACQUISITIONS.

IF A CORPORATION ACQUIRES BY GIFT, LEGACY, OR
PURCHASE STOCK WHICH IS NOT FULL PAID, THE ACQUISITION
MAY NOT BE MADE THE BASIS OF A REDUCTION OF ANY LIABILITY
OF THE STOCKHOLDER UNLESS THE ASSETS OF THE CORPORATION
IMMEDIATELY AFTER THE REDUCTION, ARE NOT LESS THAN THE
TOTAL AMOUNT OF THE CORPORATION'S DEBTS PLUS ITS STATED
CAPITAL.

(F)       CONSTRUCTION OF SECTION.

THIS SECTION DOES NOT PREVENT A CORPORATION FROM
ISSUING OR EXCHANGING SHARES OF ONE CLASS OF STOCK FOR
SHARES OF ANOTHER CLASS OF STOCK.

REVISOR'S NOTE: This section is new language derived
without substantive change from Art. 23,
§32(b), (c), (d), and (f).

For the definition of the term "insolvent,"
see §2-301.

2-312. DISPOSITION OF ACQUIRED STOCK.

UNLESS ITS CHARTER PROVIDES OTHERWISE, IF A
CORPORATION ACQUIRES ITS OWN STOCK, OTHER THAN
CONVERTIBLE SHARES SURRENDERED TO IT OR STOCK ACQUIRED
FOR RETIREMENT, IT MAY HOLD, SELL, OR OTHERWISE DISPOSE
OF THE STOCK FOR ANY CORPORATE PURPOSE AS DETERMINED BY
THE BOARD OF DIRECTORS.

REVISOR'S NOTE: This section presently appears as
Art. 2 3, §32(g).

The only changes are in style.

2-313. RETIREMENT OF STOCK.

(A)     CONVERTIBLE OR REDEEMED STOCK RETIRED
AUTOMATICALLY.

IF A CORPORATION ACQUIRES SHARES OF ITS OWN STOCK
SUBJECT TO REDEMPTION OR CONVERTIBLE SHARES OF ITS OWN
STOCK SURRENDERED FOR CONVERSION, THE SHARES ARE RETIRED
AUTOMATICALLY WITHOUT A PROCEEDING FOR A REDUCTION IN
STATED CAPITAL, ALTHOUGH THE CORPORATION MAY FILE
ARTICLES OF REDUCTION.

(B)       OTHER STOCK.

A CORPORATION WHICH ACQUIRES ANY OTHER SHARES OF ITS