MARVIN MANDEL, Governor

1627

THE FIGHTS OF A STOCKHOLDER WHO DEMANDS PAYMENT ARE
RESTORED IN FULL, IF:

(1)   THE DEMAND FOR PAYMENT IS WITHDRAWN;

(2)   A PETITION FOR AN APPRAISAL IS NOT FILED
WITHIN THE TIME REQUIRED BY THIS SUBTITLE;

(3)    A COURT DETERMINES THAT THE STOCKHOLDER
IS NOT ENTITLED TO RELIEF; OR

(4)   THE TRANSACTION OBJECTED TO IS ABANDONED
OR RESCINDED.

(B) EFFECT OF RESTORATION.

THE RESTORATION OF A STOCKHOLDER'S RIGHTS ENTITLES
HIM TO RECEIVE THE DIVIDENDS, DISTRIBUTIONS, AND OTHER
SIGHTS HE WOULD HAVE RECEIVED IF HE HAD NOT DEMANDED
PAYMENT FOR HIS STOCK. HOWEVER, THE RESTORATION DOES NOT
PREJUDICE ANY CORPORATE PROCEEDINGS TAKEN BEFORE THE
RESTORATION.

REVISOR'S NOTE: This section presently appears as
the last sentence of Art. 23, §73(i). Sec.
3—204 provides that a demand may be withdrawn
only with the consent of the successor.
Therefore, similar language in subsection
(a) (1) is deleted.

The only other changes are in style.

The provisions relating to the filing of a
petition for an appraisal are contained in
§3-207.

[[3-206]] 3-207. PROCEDURE BY SUCCESSOR.

(A) NOTICE AND OFFER TO STOCKHOLDERS.

(1)   THE SUCCESSOR PROMPTLY SHALL NOTIFY EACH
OBJECTING STOCKHOLDER IN WRITING OF THE DATE THE ARTICLES
ARE ACCEPTED FOR RECORD BY THE DEPARTMENT.

(2)    THE SUCCESSOR ALSO MAY SEND A WRITTEN
OFFER TO PAY THE OBJECTING STOCKHOLDER WHAT IT CONSIDERS
TO BE THE FAIR VALUE OF HIS STOCK. EACH OFFER SHALL BE
ACCOMPANIED BY THE FOLLOWING INFORMATION RELATING TO THE
CORPORATION WHICH ISSUED THE STOCK:

(I) A BALANCE SHEET AS OF A DATE NOT MORE
THAN SIX MONTHS BEFORE THE DATE OF THE OFFER;

(II) A PROFIT AND LOSS STATEMENT FOR THE 12