MARVIN MANDEL, Governor                               1675

REVISOR'S NOTE: This section presently appears as
Art. 23, §108(b).

The only changes are in style.

With respect to the requisites for a
verification under oath, see Title 1 of this
article.

SUBTITLE 5. STOCK RESTRICTION.

4-501. RESTRICTION ON ISSUANCE OR SALE OF STOCK.

IF THERE IS ANY STOCK OF A CLOSE CORPORATION
OUTSTANDING, THE CORPORATION MAY NOT ISSUE OR SELL ANY OF
ITS STOCK, INCLUDING TREASURY STOCK, UNLESS THE ISSUANCE
OR SALE IS:

(1)   APPROVED BY THE AFFIRMATIVE VOTE OF THE HOLDERS
OF ALL OUTSTANDING STOCK; OR

(2)    PERMITTED BY A UNANIMOUS STOCKHOLDERS'
AGREEMENT.

REVISOR'S NOTE: This section presently appears as
Art. 23, §102(a).

The only changes are in style.

For an explanation of the term "unanimous
stockholders' agreement," see revisor's note
to § 4-101(c).

4-502. CONVERTIBLE STOCK PROHIBITED; VOTING
RESTRICTIONS.

A CLOSE CORPORATION MAY NOT HAVE OUTSTANDING ANY:

(1)    SECURITIES WHICH ARE CONVERTIBLE INTO ITS
STOCK;

(2)   VOTING SECURITIES OTHER THAN STOCK; OR

(3)   OPTIONS, WARRANTS. OR OTHER RIGHTS TO SUBSCRIBE
FOR OR PURCHASE ANY OF ITS STOCK, UNLESS THEY ARE
NONTRANSFERABLE.

REVISOR'S NOTE: This section presently appears as
Art. 23, §102(b).

The only changes are in style.

4-503. RESTRICTIONS ON TRANSFER OF STOCK.