MARVIN MANDEL, Governor

1679

REVISOR'S NOTE: Subsection (a) of this section
presently appears as Art. 23, §109(a). The
venae provisions contained in that section are
deleted because they are inconsistent with the
somewhat broader provisions of CJ § 6—201.

Subsection (b) of this section presently
appears as Art. 23, §101(b). In subsection
(b) (2), the "two months" period is changed to
"60 days"; since some months contain more days
than other months, this modification will
standardize the required length of time. For
an explanation of the tern "unanimous
stockholders' agreement," see revisor's note
to § 4-101 (c).

Subsection (c) of this section presently
appears as Art. 23, §109 (b).

The only other changes are in style.

4-60 3. AVOIDANCE OF DISSOLUTION BY PURCHASE OF
PETITIONER'S STOCK.

(A)  STOCKHOLDER'S RIGHT TO AVOID DISSOLUTION.

ANY ONE OR MORE STOCKHOLDERS WHO DESIRE TO CONTINUE
THE BUSINESS OF A CLOSE CORPORATION MAY AVOID THE
DISSOLUTION OF THE CORPORATION OR THE APPOINTMENT OF A
RECEIVER BY ELECTING TO PURCHASE THE STOCK OWNED BY THE
PETITIONER AT A PRICE EQUAL TO ITS FAIR VALUE.

(B)   COURT TO DETERMINE FAIR VALUE OF STOCK.

(1)   IF A STOCKHOLDER WHO MAKES THE ELECTION
IS UNABLE TO REACH AN AGREEMENT WITH THE PETITIONER AS TO
THE FAIR VALUE OF THE STOCK, THEN, IF THE ELECTING
STOCKHOLDER GIVES BOND OR OTHER SECURITY SUFFICIENT TO
ASSURE PAYMENT TO THE PETITIONER OF THE FAIR VALUE OF THE
STOCK, THE COURT SHALL STAY THE PROCEEDING AND DETERMINE
THE FAIR VALUE OF THE STOCK.

(2)    FAIR VALUE SHALL BE DETERMINED IN
ACCORDANCE WITH THE PROCEDURE SET FORTH IN TITLE 3,
SUBTITLE 2 OF THIS ARTICLE, AS OF THE CLOSE OF BUSINESS
ON THE DAY ON WHICH THE PETITION FOR DISSOLUTION WAS
FILED.

(C)   COURT ORDER.

AFTER THE FAIR VALUE OF THE STOCK IS DETERMINED,
THE ORDER OF THE COURT DIRECTING THE PURCHASE SHALL SET
THE PURCHASE PRICE AND THE TIME WITHIN WHICH PAYMENT