MARVIN MANDEL, Governor

1501

charter in a way which alters the contract rights, as
expressly set forth in the charter, of any outstanding
stock and substantially adversely affects the
stockholder's rights, unless the right to do so is
reserved by the charter of the corporation.

(b)(1) Fair value is determined as of the close of
business:

(i) With respect to a merger under § 3—106 of
this title of a 90 percent or more owned subsidiary into
its parent, on the day [the Department accepted the
articles of merger for record] NOTICE IS GIVEN OR WAIVED
UNDER § 3-106; or

(ii) With respect to any other transaction,
on the day the stockholders voted on the transaction
objected to.

(2) Fair value may not include any
appreciation or depreciation which directly or indirectly
results from the transaction objected to or from its
proposal.

(c) A stockholder may not demand the fair value of
his stock and is bound by the terms of the transaction
if:

(1) The stock is listed on a national
securities exchange:

(1)   WITH RESPECT TO A MERGER UNDER § 3-106 OF
THIS TITLE OF A 90 PERCENT OR MORE OWNED SUBSIDIARY INTO
ITS PARENT, ON THE DATE NOTICE IS GIVEN OR WAIVED UNDER
§ 3-106; OR

(II) WITH RESPECT TO ANY OTHER TRANSACTION,
on the record date for determining stockholders entitled
to vote on the transaction objected to; or

(2)    The stock is that of the successor in a
merger, unless:

(i) The merger alters the contract rights of
the stock as expressly set forth in the charter, and the
charter does not reserve the right to do so; or

(ii) The stock is to be changed or converted
in whole or in part in the merger into something other
than EITHER stock in the successor or cash, scrip, or
other rights or interests arising out of provisions for
the treatment of fractional shares of stock in the
successor.

3-203.

(a) A stockholder of a corporation who desires to
receive payment of the fair value of his stock under this