1624                                        LAWS OF MARYLAND                     [Ch. 311

circuit courts to enable them to keep the land
records up to date.

SUBTITLE 2. RIGHTS OF OBJECTING STOCKHOLDERS.

3-201. DEFINITION.

IN THIS SUBTITLE. "SUCCESSOR" INCLUDES A CORPORATION
WHICH AMENDS ITS CHARTER IN A WAY WHICH ALTERS THE
CONTRACT RIGHTS, AS EXPRESSLY SET FORTH IN THE CHARTER.
OF ANY OUTSTANDING STOCK. UNLESS THE RIGHT TO DO SO IS
RESERVED BY THE CHARTER OF THE CORPORATION.

[[3-201]] 3-202. RIGHT TO FAIR VALUE OF STOCK.

(A)   GENERAL RULE.

EXCEPT AS PROVIDED IN SUBSECTION (C) OF THIS
SECTION, A STOCKHOLDER OF A MARYLAND CORPORATION HAS THE
RIGHT TO DEMAND AND RECEIVE PAYMENT OF THE FAIR VALUE OF
HIS STOCK IF THE CORPORATION:

(1)    CONSOLIDATES OR MERGES WITH ANOTHER
CORPORATION;

(2)     TRANSFERS ITS ASSETS IN A MANNER
REQUIRING CORPORATE ACTION UNDER § 3-105 OF THIS TITLE;
OR

(3)    [[UNLESS THE POWER TO DO SO IS RESERVED
BY THE CHARTER OF THE CORPORATION,]] AMENDS ITS CHARTER
IN A WAY WHICH ALTERS THE CONTRACT RIGHTS, AS EXPRESSLY
SET FORTH IN THE CHARTER. OF ANY OUTSTANDING STOCK AND
SUBSTANTIALLY ADVERSELY AFFECTS THE STOCKHOLDERS RIGHTS,
UNLESS THE RIGHT TO DO SO IS RESERVED BY THE CHARTER OF
THE CORPORATION.

(B)   BASIS OF FAIR VALUE.

(1) FAIR VALUE IS DETERMINED AS OF THE CLOSE
OF BUSINESS:

(1)   WITH RESPECT TO A MERGER UNDER [[§3—107]]
§3-106 OF THIS TITLE OF A 90 PERCENT OR MORE OWNED
SUBSIDIARY INTO ITS PARENT. ON THE DAY THE DEPARTMENT
ACCEPTED THE ARTICLES OF MERGER FOR RECORD; OR

(II) WITH RESPECT TO ANY OTHER TRANSACTION.
ON THE DAY THE STOCKHOLDERS VOTED ON THE TRANSACTION
OBJECTED TO.

(2)     FAIR VALUE MAY NOT INCLUDE ANY
APPRECIATION OR DEPRECIATION WHICH DIRECTLY OR INDIRECTLY
RESULTS FROM THE TRANSACTION OBJECTED TO OR FROM ITS