MARVIN MANDEL, Governor

1515

ARTICLES OF AMENDMENT AND ARTICLES OF AMENDMENT AND
RESTATEMENT ARE EFFECTIVE AS OF THE LATER OF:

(1)    THE TIME THE DEPARTMENT ACCEPTS THE
ARTICLES FOR RECORD; OR

(2)    THE TIME ESTABLISHED UNDER THE ARTICLES,
NOT TO EXCEED 30 DAYS AFTER THE ARTICLES ARE ACCEPTED FOR
RECORD.

2-612.

(A)   A PROPOSED AMENDMENT TO THE CHARTER OF A
CORPORATION MAY BE ABANDONED BEFORE THE EFFECTIVE DATE OF
THE ARTICLES BY MAJORITY VOTE OF THE ENTIRE BOARD OF
DIRECTORS OF THE CORPORATION.

(B)   IF THE ARTICLES HAVE BEEN FILED WITH THE
DEPARTMENT, NOTICE OF ABANDONMENT SHALL BE GIVEN PROMPTLY
TO THE DEPARTMENT.

(C)    IF THE PROPOSED AMENDMENT TO THE CHARTER IS
ABANDONED AS PROVIDED IN THIS SECTION, THE ARTICLES AND
THE AMENDMENT HAVE NO EFFECT.

3-109.

(C-1) IN ADDITION TO THE REQUIREMENTS OF SUBSECTION
(A) OF THIS SECTION, ARTICLES OF SHARE EXCHANGE SHALL
INCLUDE:

(1) AS TO THE CORPORATION THE SHARES OF WHICH
ARE TO BE ACQUIRED IN THE EXCHANGE:

(1)   THE TOTAL NUMBER OF SHARES OF STOCK OF
ALL CLASSES WHICH THE CORPORATION HAS AUTHORITY TO ISSUE;

(II)   THE NUMBER OF SHARES OF STOCK OF EACH
CLASS;

(III)  THE PAR VALUE OF THE SHARES OF STOCK OF
EACH CLASS OR A STATEMENT THAT THE SHARES ARE WITHOUT PAR
VALUE; AND

(IV)    IF THERE ARE ANY SHARES OF STOCK WITH
PAR VALUE, THE AGGREGATE PAR VALUE OF ALL THE SHARES OF
ALL CLASSES; AND

(2)    THE MANNER AND BASIS OF EXCHANGING THE
STOCK TO BE ACQUIRED FOR STOCK OR OTHER CONSIDERATION TO
BE ISSUED OR DELIVERED BY OR ON BEHALF OF THE SUCCESSOR.

3-114.

(B-1) THE SHARES OF STOCK OF EACH CORPORATION PARTY
TO THE ARTICLES WHICH ARE TO BE CONVERTED OR EXCHANGED
UNDER THE TERMS OF THE ARTICLES CEASE TO EXIST, SUBJECT
TO THE RIGHTS OF AN OBJECTING STOCKHOLDER UNDER SUBTITLE