1634

LAWS OF MARYLAND

[Ch. 311

(C)  NOTICE TO STOCKHOLDERS.

NOTICE WHICH STATES THAT A PURPOSE OF THE MEETING
WILL BE TO ACT ON THE PROPOSED DISTRIBUTION IN PARTIAL
LIQUIDATION SHALL BE GIVEN BY THE CORPORATION IN THE
MANNER REQUIRED BY TITLE 2 OF THIS ARTICLE TO EACH
STOCKHOLDER ENTITLED TO VOTE ON THE PROPOSED TRANSACTION.

(D)   STOCKHOLDER APPROVAL.

THE PROPOSED DISTRIBUTION IN PARTIAL     LIQUIDATION

SHALL BE APPROVED BY THE STOCKHOLDERS OF THE   CORPORATION

BY THE AFFIRMATIVE VOTE OF TWO-THIRDS OF ALL     THE VOTES
ENTITLED TO BE CAST ON THE MATTER.

(E)    IDENTIFICATION OF DISTRIBUTION; DISCLOSURE OF
AMOUNT.

THE CORPORATION SHALL IDENTIFY EACH DISTRIBUTION
WHEN MADE AS A DISTRIBUTION IN PARTIAL LIQUIDATION. NOT
LATER THAN AT THE TIME OF ITS PAYMENT, THE CORPORATION
SHALL DISCLOSE THE VALUE OF THE DISTRIBUTION PER SHARE,
AS DETERMINED FROM THE BOOKS OF THE CORPORATION, TO EACH
STOCKHOLDER ENTITLED TO RECEIVE PAYMENT.

REVISOR'S NOTE: Subsection (a) of this section is
new language derived without substantive
change from the introductory paragraphs of
Art. 23, § 74 (a) and (b).

Subsection (b) of this section is new language
derived without substantive change from Art.
23, § 74 (b) (1) and (c).

Subsections (c), (d), and (e) of this section
are new language derived without substantive
change from Art. 23, § 74 (b) (2), (b)(3), and
(a) (5), respectively.

In subsection (e) of this section, reference
to the "amount" of the distribution is changed
to "value" to conform to the usage of
subsection (b) of this section.

Subsections (b), (c), and (d) of this section
are standard language used in this article and
conform with the language used in §2-306; with
respect to the requisites of the director's
resolution, in particular, see revisor's note
to that section.

For the definition of "assets," see §1—101.

For the detailed provisions governing the