MARVIN MANDEL, Governor

1605

...assets," see revisor's note to § 1—101(v).

3-103. CONSIDERATION FOR STOCK.

IN A CONSOLIDATION OR MERGER, STOCK IN A CORPORATION
MAY BE EXCHANGED FOR OR CONVERTED INTO AND, IN A TRANSFER
OF ASSETS, ASSETS MAY BE TRANSFERRED IN CONSIDERATION OF
ANY COMBINATION OF THE FOLLOWING:

(1)         STOCK, EVIDENCE OF INDEBTEDNESS, OR OTHER
SECURITIES OF THE ACCESSOR OR ANY OTHER CORPORATION OR
ENTITY, WHETHER OR NOT A PARTY TO THE TRANSACTION;

(2)       OTHER TANGIBLE OR INTANGIBLE PROPERTY;

(3)       MONEY; AND

(4) ANY OTHER CONSIDERATION.

REVISOR'S NOTE: This section is new language derived
without substantive change from the last
paragraph of Art. 23, § 65(a). Item (1) of
this section combines paragraphs (i) and (ii)
of the present law.

The Comment to Art. 23, §65 indicates that
this provision was enacted "to give clear
legal sanction to securities transactions
commonly involved in consolidations, mergers,
etc." (Emphasis added.) For this reason, the
Commission decided to retain the listing
basically as written.

For an explanation of the phrase "transfer
...assets," see revisor's note to §1—101(v).

3-104. NON-APPLICABILITY TO TRANSFERS IN ORDINARY COURSE
OF BUSINESS AND MORTGAGES.

(A) STOCKHOLDER APPROVAL AND ARTICLES NOT REQUIRED.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS
SUBTITLE, UNLESS THE CHARTER OR BYLAWS OF A CORPORATION
PROVIDE OTHERWISE, THE APPROVAL OF THE STOCKHOLDERS AND
ARTICLES OF TRANSFER ARE NOT REQUIRED FOR ANY:

(1)    TRANSFER OF ASSETS BY A CORPORATION IN
THE ORDINARY COURSE OF BUSINESS ACTUALLY CONDUCTED BY IT;
OR

(2)   MORTGAGE, PLEDGE, OR CREATION OF ANY
OTHER SECURITY INTEREST IN ANY OR    ALL OF THE ASSETS OF A
CORPORATION, WHETHER OR NOT IN THE   ORDINARY COURSE OF ITS
BUSINESS.