1678

LAWS OF MARYLAND

[Ch. 311

substituted for the phrase "sale, lease,
exchange or other transfer of all or
substantially all of its property and assets,"

The term "proposed transaction" is substituted
for "proposed articles"; in this regard, see
revisor's note to §3—105.

The only other changes are in style.

4-602. INVOLUNTARY DISSOLUTION.

(A)   DISSOLUTION BY STOCKHOLDER - IN GENERAL.

ANY STOCKHOLDER OF A CLOSE CORPORATION MAY PETITION
A COURT OF EQUITY FOR DISSOLUTION OF THE CORPORATION ON
THE GROUNDS SET FORTH IN §3-413 OF THIS ARTICLE [[WITH
RESPECT TO CORPORATIONS IN GENERAL]] OR ON THE GROUND
THAT THERE IS SUCH INTERNAL DISSENSION AMONG THE
STOCKHOLDERS OF THE CORPORATION THAT THE BUSINESS AND
AFFAIRS OF THE CORPORATION CAN NO LONGER BE CONDUCTED TO
THE ADVANTAGE OF THE STOCKHOLDERS GENERALLY.

(B)   DISSOLUTION BY STOCKHOLDER DESIRING TO TRANSFER
STOCK.

(1) UNLESS A UNANIMOUS STOCKHOLDERS'
AGREEMENT PROVIDES OTHERWISE, A STOCKHOLDER OF A CLOSE
CORPORATION HAS THE RIGHT TO REQUIRE DISSOLUTION OF THE
CORPORATION IF:

(1)  THE STOCKHOLDER MADE A WRITTEN REQUEST FOR
CONSENT TO A PROPOSED BONA FIDE TRANSFER OF HIS STOCK IN
ACCORDANCE WITH THE PROVISIONS OF §4-503(B)(1) OF THIS
TITLE, SPECIFYING THE PROPOSED TRANSFEREE AND THE
CONSIDERATION, AND THE CONSENT WAS NOT RECEIVED BY HIM
WITHIN 30 DAYS AFTER THE DATE OF THE REQUEST; OR

(II) ANOTHER PARTY TO A UNANIMOUS
STOCKHOLDERS' AGREEMENT DEFAULTED IN AN OBLIGATION, SET
FORTH IN OR ARISING UNDER THE AGREEMENT, TO PURCHASE OR
CAUSE TO BE PURCHASED STOCK OF THE STOCKHOLDER, AND THE
DEFAULT WAS NOT REMEDIED WITHIN 30 DAYS AFTER THE DATE
FOR PERFORMANCE OF THE OBLIGATION.

(2)   A PETITION FOR DISSOLUTION UNDER THIS
SUBSECTION SHALL BE FILED WITHIN 60 DAYS AFTER THE DATE
OF THE REQUEST OR THE DEFAULT, AS THE CASE MAY BE.

(C)   PROCEEDING FOR DISSOLUTION.

A PROCEEDING FOR DISSOLUTION AUTHORIZED BY THIS
SECTION SHALL BE IN ACCORDANCE WITH THE PROVISIONS OF
§3-414 OF THIS ARTICLE.