MARVIN MANDEL, Governor                               1633

UNLESS THE ARTICLES OTHERWISE PROVIDE, STOCK IN THE
SUCCESSOR OF A CONSOLIDATION OR MERGER OTHERWISE
DELIVERABLE IN EXCHANGE FOR THE STOCK OF AN OBJECTING
STOCKHOLDER HAS THE STATUS OF AUTHORIZED BUT UNISSUED
STOCK OF THE SUCCESSOR, HOWEVER, A PROCEEDING FOR
REDUCTION OF THE CAPITAL OF THE SUCCESSOR IS NOT
NECESSARY TO RETIRE THE STOCK OR TO REDUCE THE CAPITAL OF
THE SUCCESSOR REPRESENTED BY THE STOCK.

REVISOR'S NOTE: Subsection (a) of this section
combines without substantive change provisions
presently appearing in Art. 23, §73(k)(1) and

(l)(1).

Subsection (b) of this section presently
appears as Art. 23, §73(k)(2).

Subsection (c) of this section presently
appears as Art. 23, §73(1)(2).

The only changes are in style.

SUBTITLE 3. PARTIAL LIQUIDATION AND REORGANIZATION.

3—301. PROCEDURE FOR PARTIAL LIQUIDATION.

(A)   GENERAL RULE.

(1) SUBJECT TO THE PROVISIONS OF § 3-302 OF
THIS SUBTITLE, A CORPORATION MAY DISTRIBUTE A PORTION OF
ITS ASSETS TO ITS STOCKHOLDERS AS A DISTRIBUTION IN
PARTIAL LIQUIDATION.

(2)   EXCEPT TO THE EXTENT THE CHARTER OF THE
CORPORATION PROVIDES OTHERWISE, THIS SECTION GOVERNS THE
PROCEDURE FOR A DISTRIBUTION IN PARTIAL LIQUIDATION.

(B)       DIRECTORS' ACTION.

THE BOARD OF DIRECTORS OF A CORPORATION PROPOSING A
DISTRIBUTION IN PARTIAL LIQUIDATION SHALL:

(1) ADOPT A RESOLUTION WHICH:

(1)   DECLARES THAT THE DISTRIBUTION IN PARTIAL
LIQUIDATION IS ADVISABLE; AND

(II) IF THE DISTRIBUTION IS TO BE MADE IN
PROPERTY, STATES THE AGGREGATE VALUE OF THE PROPERTY AND
THE VALUE OF THE DISTRIBUTION PER SHARE; AND

(2)  DIRECT THAT THE PROPOSED TRANSACTION BE
SUBMITTED FOR CONSIDERATION AT EITHER AN ANNUAL OR A
SPECIAL MEETING OF THE STOCKHOLDERS.