MARVIN MANDEL, Governor

1631

(C)   JUDGMENT INCLUDES INTEREST.

(1)   EXCEPT AS PROVIDED IN PARAGRAPH (2) OF
THIS SUBSECTION, A JUDGMENT FOR THE STOCKHOLDER SHALL
AWARD THE VALUE OF THE STOCK AND INTEREST FROM THE DATE
THE STOCKHOLDERS VOTED ON THE ACTION OBJECTED TO.

(2)    THE COURT MAY NOT ALLOW INTEREST IF IT
FINDS THAT THE FAILURE OF THE STOCKHOLDER TO ACCEPT AN
OFFER FOR THE STOCK MADE UNDER [[§3—206]] §3-207 OF THIS
SUBTITLE WAS ARBITRARY AND VEXATIOUS OR NOT IN GOOD
FAITH. IN MAKING THIS FINDING, THE COURT SHALL CONSIDER:

(I)   THE PRICE WHICH THE SUCCESSOR OFFERED FOR
THE STOCK;

(II)     THE FINANCIAL STATEMENTS AND OTHER
INFORMATION FURNISHED TO THE STOCKHOLDER; AND

(III)   ANY OTHER CIRCUMSTANCES IT CONSIDERS
RELEVANT.

(D)   COSTS OF PROCEEDINGS.

(1)        THE COSTS OF THE PROCEEDINGS, INCLUDING

REASONABLE COMPENSATION AND EXPENSES OF THE APPRAISERS,
SHALL BE SET BY THE COURT AND ASSESSED AGAINST THE
SUCCESSOR. HOWEVER, THE COURT MAY DIRECT THE COSTS TO BE
APPORTIONED AND ASSESSED AGAINST ANY OBJECTING

STOCKHOLDER IF THE COURT FINDS THAT THE FAILURE OF THE
STOCKHOLDER TO ACCEPT AN OFFER FOR THE STOCK MADE UNDER
[[§ 3-20633 §3-207 OF THIS SUBTITLE WAS ARBITRARY AND
VEXATIOUS OR NOT IN GOOD FAITH. IN MAKING THIS FINDING,
THE COURT SHALL CONSIDER:

(1)      THE PRICE WHICH THE SUCCESSOR OFFERED FOR
THE STOCK;

(II)            THE FINANCIAL STATEMENTS AND OTHER
INFORMATION FURNISHED TO THE STOCKHOLDER; AND

(III)       ANY OTHER CIRCUMSTANCES IT CONSIDERS
RELEVANT.

(2)         COSTS MAY NOT INCLUDE ATTORNEY'S FEES OR
EXPENSES. THE REASONABLE FEES AND EXPENSES OF EXPERTS
MAY BE INCLUDED ONLY IF:

(I)         THE SUCCESSOR DID NOT MAKE AN OFFER FOR
THE STOCK UNDER [[§3-206]] §3-207 OF THIS SUBTITLE; OR

(II)      THE VALUE OF THE STOCK DETERMINED IN THE
PROCEEDING MATERIALLY EXCEEDS THE AMOUNT OFFERED BY THE
SUCCESSOR.