MARVIN MANDEL, Governor                            1965

SUM, PERIODICALLY FOR LIFE, OR SOME OTHER SPECIFIED
PERIOD.

(P) STATE.

"STATE" MEANS ANY STATE, TERRITORY, OR POSSESSION
OF THE UNITED STATES, THE DISTRICT OF COLUMBIA, AND
PUERTO RICO.

REVISOR'S NOTE: This section presently appears as
Art. 32A, § 25, except for the provisions of
§25(d) and (j) (3) through (6), which now
appear in §11—102.

In subsections (g), (1), and (n) of this
section, which are derived from present
§25(k), the words "as amended before or after
June 1, 1962" are deleted as unnecessary in
light of Art. 1, §21 of the Code.

In subsection (i) of this section, the defined
term "nonissuer" is changed to "nonissuer
distribution" and "nonissuer transaction" to
clarify the usage of the word "nonissuer,"
which is used here in an adjectival fori
rather than in a nominative form; see, e.g.,
§§11-502 and 11-602.

The only other changes are technical changes
in style.

11-102. RULES OF INTERPRETATION.

(A) LIMITATION OF "OFFER," "OFFER TO SELL," "SALE,"
AND "SELL."

THE TERMS "OFFER," "OFFER TO SELL," "SALE," AND
"SELL," AS DEFINED IN §11-101 (J) AND (M) OF THIS
SUBTITLE, DO NOT INCLUDE:

(1) ANY BONA FIDE PLEDGE OR LOAN;

(2) ANY STOCK DIVIDEND, WHETHER THE
CORPORATION DISTRIBUTING THE DIVIDEND IS THE ISSUER OF
THE STOCK OR NOT, IF NOTHING OF VALUE IS GIVEN BY
STOCKHOLDERS FOR THE DIVIDEND OTHER THAN THE SURRENDER OF
A RIGHT TO A CASH OR PROPERTY DIVIDEND WHEN EACH
STOCKHOLDER MAY ELECT TO TAKE THE DIVIDEND IN CASH,
PROPERTY, OR STOCK;

(3) ANY ACT INCIDENT TO A CLASS VOTE BY
STOCKHOLDERS, UNDER THE CERTIFICATE OF INCORPORATION OR
THE APPLICABLE CORPORATION STATUTE, ON A MERGER,
CONSOLIDATION, RECLASSIFICATION OF SECURITIES, OR SALE OF