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MARVIN MANDEL, Governor
1609
(B) DEFINITION.
FOR THE PURPOSES OF THIS SECTION, A SUBSIDIARY IS
CONSIDERED TO BE 90 PERCENT OR MORE OWNED IF THE PARENT
CORPORATION OWNS SHARES ENTITLED TO CAST 90 PERCENT OR
MORE OF ALL THE VOTES ENTITLED TO BE CAST OF EACH GROUP
OR CLASS OF SHARES ENTITLED TO VOTE AS A GROUP OR CLASS
ON THE MERGER.
(C) PROCEDURE.
(1) THE BOARD OF DIRECTORS OF EACH MARYLAND
CORPORATION PROPOSING TO BECOME A PARTY TO THE MERGER
SHALL ADOPT A RESOLUTION WHICH APPROVES THE PROPOSED
MERGER ON TERMS AND CONDITIONS SUBSTANTIALLY SIMILAR TO
THOSE SET FORTH OR REFERRED TO IN THE RESOLUTION. THE
APPROVAL SHALL BE BY A MAJORITY VOTE OF THE ENTIRE BOARD
OF DIRECTORS. A MEETING OF THE STOCKHOLDERS IS NOT
NECESSARY.
(2) IF A FOREIGN CORPORATION IS A PARTY TO
THE ARTICLES, THE TRANSACTION SHALL BE 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.
[[(3) ARTICLES OF MERGER SHALL BE FILED FOR
RECORD WITH THE DEPARTMENT.
(D) WHEN ARTICLES BECOME EFFECTIVE.
THE ARTICLES BECOME EFFECTIVE AS PROVIDED IN §3—113
OF THIS SUBTITLE.]]
[[(E)]] (D) RIGHTS OF MINORITY STOCKHOLDER.
(1) A MINORITY STOCKHOLDER OF THE SUBSIDIARY
HAS THE RIGHT TO DEMAND AND RECEIVE PAYMENT OF THE FAIR
VALUE OF HIS STOCK. EXCEPT AS PROVIDED IN THIS
SUBSECTION, THE PROCEDURES OF SUBTITLE 2 OF THIS TITLE
RELATING TO OBJECTING STOCKHOLDERS APPLY.
(2) WITHIN TEN DAYS AFTER THE DEPARTMENT
ACCEPTS THE ARTICLES FOR RECORD, A PARENT CORPORATION
WHICH OWNS LESS THAN ALL OF THE OUTSTANDING STOCK OF THE
SUBSIDIARY SHALL MAIL NOTICE OF THE ACTION TO EACH OF THE
SUBSIDIARY'S MINORITY STOCKHOLDERS OF RECORD ON THE DATE
OF THE ACCEPTANCE. THE NOTICE SHALL BE ACCOMPANIED BY A
COPY OF THE ARTICLES OF MERGER AND SHALL STATE THAT THE
MINORITY STOCKHOLDER IS ENTITLED TO DEMAND AND RECEIVE
PAYMENT OF THE FAIR VALUE OF HIS STOCK WITHIN 60 DAYS
FROM THE DATE ON WHICH THE NOTICE IS GIVEN. THE DATE ON
WHICH NOTICE IS GIVEN SHALL BE SPECIFIED IN THE NOTICE.
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