MARVIN MANDEL, Governor

1595

EXCHANGE, RECLASSIFICATION, OR CANCELLATION OF STOCK, THE
AMENDMENT SHALL CONTAIN THE PROVISIONS NECESSARY TO
EFFECT THE CHANGE, EXCHANGE, RECLASSIFICATION, OR
CANCELLATION; AND

(3) IF THE AMENDMENT ALTERS THE CONTRACT
RIGHTS, AS EXPRESSLY SET FORTH IN THE CHARTER, OF ANY
OUTSTANDING STOCK, AND THE CHARTER DOES NOT RESERVE THE
RIGHT TO MAKE THE AMENDMENT, ANY OBJECTING STOCKHOLDER
WHOSE RIGHTS ARE SUBSTANTIALLY ADVERSELY AFFECTED HAS THE
RIGHT TO RECEIVE THE FAIR VALUE OF HIS STOCK AS AN
OBJECTING STOCKHOLDER UNDER TITLE 3, SUBTITLE 2 OF THIS
ARTICLE.

(B) PARTICULAR SUBJECTS OF AMENDMENT.

IN ADDITION TO THE GENERAL POWER TO AMEND GRANTED IN
SUBSECTION (A) OF THIS SECTION, A CORPORATION FROM TIME
TO TIME MAY AMEND ITS CHARTER TO:

(1)    CHANGE ITS CORPORATE NAME;

(2)     CHANGE, ENLARGE, OR DIMINISH ITS
PURPOSES OR THE DURATION OF ITS EXISTENCE;

(3)   EXCHANGE, CLASSIFY, RECLASSIFY, OR CANCEL
ANY OF ITS ISSUED OR UNISSUED STOCK;

(4)    CHANGE THE DESIGNATION OF ANY OF ITS
ISSUED OR UNISSUED STOCK;

(5)   INCREASE OR DECREASE THE AGGREGATE NUMBER
OF SHARES OF STOCK OR THE NUMBER OF SHARES OF STOCK OF
ANY CLASS WHICH IT MAY ISSUE;

(6)    INCREASE OR DECREASE THE PAR VALUE OF
ISSUED OR UNISSUED AUTHORIZED STOCK OF ANY CLASS WITH
PAR VALUE;

(7)     CHANGE ISSUED OR UNISSUED SHARES OF
STOCK WITH PAR VALUE INTO THE SAME OR   A DIFFERENT NUMBER
OF SHARES WITHOUT PAR VALUE AND CHANGE ISSUED OR
UNISSUED SHARES OF STOCK WITHOUT PAR    VALUE INTO THE SAME
OR A DIFFERENT NUMBER OF SHARES WITH PAR VALUE;

(8)    CHANGE ISSUED OR UNISSUED SHARES OF
STOCK OF ANY CLASS, WHETHER WITH OR WITHOUT   PAR VALUE,
INTO A DIFFERENT NUMBER OF SHARES OF THE SAME     CLASS OR
INTO THE SAME OR A DIFFERENT NUMBER OF SHARES   OF ANOTHER
CLASS, EITHER WITH OR WITHOUT PAR VALUE;

(9)    CHANGE THE PREFERENCES, CONVERSION AND
OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, [[INCLUDING
RESTRICTIONS ON TRANSFERABILITY,]] LIMITATIONS AS TO