MARVIN MANDEL, Governor                               1607

TO CONSOLIDATE, MERGE, OR TRANSFER ITS ASSETS SHALL:

(1)    ADOPT A RESOLUTION WHICH DECLARES THAT
THE PROPOSED TRANSACTION IS ADVISABLE ON TERMS AND
CONDITIONS SUBSTANTIALLY SIMILAR TO THOSE SET FORTH OR
REFERRED TO IN THE RESOLUTION; AND

(2)   DIRECT THAT THE PROPOSED TRANSACTION BE
SUBMITTED FOR CONSIDERATION AT EITHER AN ANNUAL OR A
SPECIAL MEETING OF THE STOCKHOLDERS.

(C)   NOTICE TO STOCKHOLDERS.

NOTICE WHICH STATES THAT A PURPOSE OF THE MEETING
WILL BE TO ACT ON THE PROPOSED CONSOLIDATION, MERGER, OR
TRANSFER OF ASSETS SHALL BE GIVEN BY EACH CORPORATION IN
THE MANNER REQUIRED BY TITLE 2 OF THIS ARTICLE TO:

(1)   EACH OF ITS STOCKHOLDERS ENTITLED TO VOTE
ON THE PROPOSED TRANSACTION; AND

(2)    EACH OF ITS STOCKHOLDERS NOT ENTITLED TO
VOTE ON THE PROPOSED TRANSACTION, EXCEPT THE STOCKHOLDERS
OF A SUCCESSOR IN A MERGER IF THE MERGER DOES NOT ALTER
THE CONTRACT RIGHTS OF THEIR STOCK AS EXPRESSLY SET FORTH
IN THE CHARTER.

(D)   STOCKHOLDER APPROVAL.

THE PROPOSED CONSOLIDATION, MERGER, OR TRANSFER SHALL
BE APPROVED BY THE STOCKHOLDERS OF EACH CORPORATION BY
THE AFFIRMATIVE VOTE OF TWO-THIRDS OF ALL THE VOTES
ENTITLED TO BE CAST ON THE MATTER.

REVISOR'S NOTE: This section presently appears as
Art. 23, §66(a) through (e).

Subsection (a) of this section, which combines
the provisions of Art. 23, §66(a) and (e),
states the general rule that the procedures of
this section are mandatory, and contains the
exceptions to this rule. The remainder of the
section deals with the procedure for approval.

Subsections (b), (c), and (d) of this section
are standard language used in this article; in
this regard, see revisor's note to §2—306.

For provisions governing approval when two or
more classes of stock are entitled to vote
separately, see §2—506 of this article.

A minor substantive change is made in this
section. Under §66, the board of directors is