1672

LAWS OF MARYLAND

[Ch. 311

OF THE STOCKHOLDERS, INCLUDING:

(1)    THE MANAGEMENT OF THE BUSINESS AND
AFFAIRS OF THE CORPORATION;

(2)   RESTRICTIONS ON THE TRANSFER OF STOCK;

(3)    THE RIGHT OF ONE OR MORE STOCKHOLDERS TO
DISSOLVE THE CORPORATION AT WILL OR ON THE OCCURRENCE OF
A SPECIFIED EVENT OR CONTINGENCY;

(4)   THE EXERCISE OR DIVISION OF VOTING POWER;

(5)   THE TERMS AND CONDITIONS OF EMPLOYMENT
OF AN OFFICER OR EMPLOYEE OF THE CORPORATION, WITHOUT
REGARD TO THE PERIOD OF HIS EMPLOYMENT;

(6)   THE INDIVIDUALS WHO ARE TO BE DIRECTORS
AND OFFICERS OF THE CORPORATION; AND

(7)   THE PAYMENT OF DIVIDENDS OR THE DIVISION
OF PROFITS.

(B)   AMENDING UNANIMOUS STOCKHOLDERS' AGREEMENT.

A UNANIMOUS STOCKHOLDERS' AGREEMENT MAY BE AMENDED,
BUT ONLY BY THE UNANIMOUS WRITTEN CONSENT OF THE
STOCKHOLDERS THEN PARTIES TO THE AGREEMENT.

(C)    ACQUISITION OF STOCK SUBJECT TO UNANIMOUS
STOCKHOLDERS' AGREEMENT.

A STOCKHOLDER WHO ACQUIRES HIS STOCK AFTER A
UNANIMOUS STOCKHOLDERS' AGREEMENT BECOMES EFFECTIVE IS
CONSIDERED TO HAVE ACTUALLY ASSENTED TO THE AGREEMENT AND
IS A PARTY TO IT:

(1)   WHETHER OR NOT HE HAS ACTUAL KNOWLEDGE OF
THE EXISTENCE OF THE AGREEMENT AT THE TIME HE ACQUIRES
THE STOCK, IF ACQUIRED BY GIFT OR BEQUEST FROM A PERSON
WHO WAS A PARTY TO THE AGREEMENT; AND

(2)    IF HE HAS ACTUAL KNOWLEDGE OF THE
EXISTENCE OF THE AGREEMENT AT THE TIME HE ACQUIRES THE
STOCK, IF ACQUIRED IN ANY OTHER MANNER.

(D) ENFORCEMENT OF UNANIMOUS STOCKHOLDERS'

AGREEMENT.

(1) A COURT OF EQUITY MAY ENFORCE A UNANIMOUS
STOCKHOLDERS' AGREEMENT BY INJUNCTION OR BY ANY OTHER
RELIEF WHICH THE COURT IN ITS DISCRETION DETERMINES TO BE
FAIR AND APPROPRIATE IN THE CIRCUMSTANCES.