MARVIN MANDEL, Governor

1487

(d) This section does not apply to the issuance of
stock or convertible securities as part of:

(1) A reclassification of stock effected by
amendment of the charter; or

EXCHANGE.
2-206.

(2) A consolidation, [or] merger, OR SHARE

(b) Except in the case of stock purchased by an
officer, director, or employee of the corporation under a
[stock option] plan, AGREEMENT, OR TRANSACTION authorized
under § 2—207 of this subtitle, the following does not
constitute payment for stock or convertible securities,
but may constitute payment for warrants or options if
paid or performed before the stock or convertible
securities subject to the warrants or options are issued:

(1) Future labor;

(2) Future services; or

(3) Obligations of the purchaser for future
payment.

2-207.

(a)    The obligation for future payment of an
officer, director, or employee of a corporation or its
direct or indirect subsidiary may constitute payment for
stock of the corporation [purchased under a right or
option issued to him under a stock option plan if:

(1)   The plan or an amendment to it authorizes
this method of payment; and

(2)   The plan or amendment was approved by the
stockholders of the corporation by the affirmative vote
of a majority of all the votes entitled to be cast on the
matter] IF, IN THE JUDGMENT OF THE BOARD OF DIRECTORS,
THE PLAN, AGREEMENT, OR TRANSACTION PROVIDING FOR THE
PURCHASE OF STOCK REASONABLY MAY BE EXPECTED TO BENEFIT
THE CORPORATION.

2-210.

(b)     A stock certificate may not be issued until the
stock represented by it is full paid, except in the case
of stock purchased under [an option] A plan, AGREEMENT,
OR TRANSACTION as provided by § 2-207 of this subtitle.

2-211.

(a) Each stock certificate shall include on its
face: