MARVIN MANDEL, Governor

1625

PROPOSAL.

(C) WHEN RIGHT TO FAIR VALUE DOES NOT APPLY.

A STOCKHOLDER MAY NOT DEMAND THE FAIR VALUE OF HIS
STOCK AND IS BOUND BY THE TERRS OF THE TRANSACTION IF:

(1)    THE STOCK IS LISTED ON A NATIONAL
SECURITIES EXCHANGE ON THE RECORD DATE FOR DETERMINING
STOCKHOLDERS ENTITLED TO VOTE ON THE TRANSACTION OBJECTED
TO; OR

(2)   THE STOCK IS THAT OF THE SUCCESSOR IN A
MERGER, UNLESS:

(I)    THE MERGER ALTERS THE CONTRACT RIGHTS OF
THE STOCK AS EXPRESSLY SET FORTH IN THE CHARTER, AND THE
CHARTER DOES NOT RESERVE THE [[POWER]] RIGHT TO [[ALTER
THOSE RIGHTS]] DO SO; OR

(II)   THE STOCK IS TO BE CHANGED OR CONVERTED
IN WHOLE OR IN PART IN THE MERGER INTO SOMETHING OTHER
THAN STOCK IN THE SUCCESSOR OR CASH, SCRIP, OR OTHER
BIGHTS OR INTERESTS ARISING OUT OF PROVISIONS FOR THE
TREATMENT OF FRACTIONAL SHARES OF STOCK IN THE SUCCESSOR.

REVISOR'S NOTE: This section presently appears as
Art. 23, §73(a) .

The only changes are in style.

[[3-202]] 3-203. PROCEDURE BY STOCKHOLDER.

(A) A STOCKHOLDER OF A CORPORATION WHO DESIRES TO
RECEIVE PAYMENT OF THE FAIR VALUE OF HIS STOCK UNDER THIS
SUBTITLE:

(1)   SHALL FILE WITH THE CORPORATION A WRITTEN
OBJECTION TO THE PROPOSED TRANSACTION AT OR BEFORE THE
STOCKHOLDERS' MEETING AT WHICH THE TRANSACTION WILL BE
CONSIDERED;

(2)    MAY NOT VOTE IN FAVOR OF THE
TRANSACTION; AND

(3)    WITHIN 20 DAYS AFTER THE DEPARTMENT
ACCEPTS THE ARTICLES FOR RECORD, SHALL MAKE A WRITTEN
DEMAND ON THE SUCCESSOR FOR PAYMENT FOR HIS STOCK,
STATING THE NUMBER AND CLASS OF SHARES FOR WHICH HE
DEMANDS PAYMENT.

(B) FAILURE TO COMPLY WITH SECTION.

A STOCKHOLDER WHO FAILS TO COMPLY WITH THIS SECTION