1606

LAWS OF MARYLAND

[Ch. 311

(B) STOCKHOLDER APPROVAL AND ARTICLES PERMITTED.

A TRANSACTION DESCRIBED IN SUBSECTION (A) OF THIS
SECTION ALSO MAY BE EFFECTED AS OTHERWISE PROVIDED IN
THIS SUBTITLE.

REVISOR'S NOTE: This section presently appears as
Art. 23, §65(e).

The only changes are in style.

For an explanation of the term "articles of
transfer," and the word "assets," see
revisor's notes to §1-101(c) and (v).

3-105. PROCEDURE.

(A)   GENERAL RULE.

A CONSOLIDATION, MERGER, OR TRANSFER OF ASSETS SHALL
BE APPROVED IN THE MANNER PROVIDED BY THIS SECTION,
EXCEPT WITH RESPECT TO:

(1)   A MERGER OF A 90 PERCENT OR MORE OWNED
SUBSIDIARY INTO ITS PARENT, IF THE TRANSACTION IS
APPROVED IN ACCORDANCE WITH THE PROVISIONS OF [[§3-107]]
§3-106 OF THIS SUBTITLE;

(2)   A MARYLAND TRANSFEREE CORPORATION, IF THE
TRANSACTION IS APPROVED BY ITS BOARD OF DIRECTORS AND BY
ANY OTHER ACTION REQUIRED BY ITS CHARTER;

(3)   A FOREIGN CORPORATION, IF THE TRANSACTION
IS ADVISED, AUTHORIZED, AND APPROVED BY THE CORPORATION
IN THE MANNER AND BY THE VOTE REQUIRED BY ITS CHARTER AND
THE LAWS OF THE PLACE WHERE IT IS ORGANIZED; AND

(4)   A SUCCESSOR IN A MERGER, IF:

(I)    THE MERGER DOES NOT RECLASSIFY OR CHANGE
ITS OUTSTANDING STOCK OR OTHERWISE AMEND ITS CHARTER;

(II)   THE NUMBER OF ITS SHARES OF STOCK TO BE
ISSUED OR DELIVERED IN THE MERGER IS NOT MORE THAN 15
PERCENT OF THE NUMBER OF ITS SHARES OF THE SAME CLASS OR
SERIES OUTSTANDING IMMEDIATELY BEFORE THE MERGER BECOMES
EFFECTIVE; AND

(III)    THE TRANSACTION IS APPROVED BY A
MAJORITY OF ITS ENTIRE BOARD OF DIRECTORS.

(B)       DIRECTORS' ACTION.

THE BOARD OF DIRECTORS OF EACH CORPORATION PROPOSING