1610

LAWS OF MARYLAND

[Ch. 311

(3)    A MINORITY STOCKHOLDER WHO DESIRES
PAYMENT OF THE FAIR VALUE OF HIS STOCK SHALL MAKE WRITTEN
DEMAND ON THE SUCCESSOR FOR THE PAYMENT, THE DEMAND
SHALL BE MADE WITHIN THE 60-DAY PERIOD SPECIFIED IN
PARAGRAPH (2) OF THIS SUBSECTION AND SHALL STATE THE
NUMBER AND CLASS OF SHARES FOR WHICH PAYMENT IS DEMANDED.
A PETITION FOR AN APPRAISAL SHALL BE FILED WITHIN [[50]]
90 DAYS AFTER THE ARTICLES ARE ACCEPTED FOR RECORD.

(4)    ANY STOCKHOLDER WHO FAILS TO MAKE A
TIMELY WRITTEN DEMAND OR FILE A TIMELY PETITION IS BOUND
BY THE TERMS OF THE MERGER.

REVISOR'S NOTE: This section presently appears as
Art. 23, §67.

A minority stockholder who wishes to exercise
his appraisal rights must follow the procedure
set forth in this section and in §3—201(b) and
(c) and §§ 3-203 et seq. of this title.

Subsection (c) of this section is redrafted to
provide for approval of the "transaction"
rather than the "articles." In this regard,
see revisor's note to §3—105.

In subsection (e) (3) of this section, the
requirement that a petition be filed within 50
days after the articles are accepted, is
repeated for purposes of emphasis since, under
this section, the initial demand may be made
within 60 days of the date notice is given.

For an explanation of the term "foreign
corporation," see revisor's note to §3—101(b).

Reference to the filing fees charged by the
Department are omitted as unnecessary in light
of § 1-201 of this article.

The only other changes are in style.

3-107. FILING OF ARTICLES.

ARTICLES OF CONSOLIDATION. MERGER, OR TRANSFER
SHALL BE FILED FOR RECORD WITH THE DEPARTMENT.

3-108. ABANDONMENT OF PROPOSED CONSOLIDATION, MERGER, OR
TRANSFER OF ASSETS.

(A) GENERAL RULE.

A
ASSETS

PROPOSED CONSOLIDATION, MERGER, OR TRANSFER OF
MAY BE ABANDONED BEFORE THE EFFECTIVE DATE OF THE