1304

LARS OF MARYLAND

Ch. 25 5

TRUST OR ASSOCIATION, INCLUDING A MARYLAND REAL ESTATE
INVESTMENT TRUST, A COMMON-LAW TRUST, OR A MASSACHUSETTS
TRUST, WHICH IS ENGAGED IN BUSINESS AND IN WHICH PROPERTY IS
ACQUIRED, HELD, MANAGED, ADMINISTERED, CONTROLLED, INVESTED,
OR DISPOSED OF BY TRUSTEES FOR THE BENEFIT AND PROFIT OF ANY
PERSON WHO MAY BECOME A HOLDER OF A TRANSFERABLE UNIT OF
BENEFICIAL INTEREST IN THE TRUST.

(3)    "FOREIGN BUSINESS TRUST" MEANS A BUSINESS
TRUST ORGANIZED UNDER THE LAWS OF THE UNITED STATES, ANOTHER
STATE OF THE UNITED STATES, OR A TERRITORY, POSSESSION, OR
DISTRICT OF THE UNITED STATES.

(4)    "MARYLAND REAL ESTATE INVESTMENT TRUST"
MEANS A RIAL ESTATE INVESTMENT TRUST IN COMPLIANCE WITH THE
PROVISIONS OF THIS TITLE.

(B)    UNLESS THE DECLARATION OF TRUST PROVIDES
OTHERWISE, A MARYLAND REAL ESTATE INVESTMENT TRUST MAY MERGE
INTO A MARYLAND OR FOREIGN BUSINESS TRUST OR INTO A MARYLAND
OR FOREIGN CORPORATION HAVING CAPITAL STOCK, OR ONE OR MORE
SUCH BUSINESS TRUSTS OR SUCH CORPORATIONS MAY MERGE INTO IT.

(C)    A MERGER SHALL BE APPROVED IN THE MANNER PROVIDED
BY THIS SECTION, EXCEPT THAT:

(1)    A FOREIGN BUSINESS TRUST, A MARYLAND
BUSINESS TRUST, OTHER THAN A MARYLAND RIAL ESTATE INVESTMENT
TRUST, OR A CORPORATION PARTY TO THE MERGER SHALL HAVE THE
MERGER ADVISED, AUTHORIZED, AND APPROVED IN THE MANNER AND
BY THE VOTE REQUIRED BY ITS DECLARATION OF TRUST OR CHARTER
AND THE LAWS OF THE PLACE WHERE IT IS ORGANIZED; AND

(2)    A MERGER NEED BE APPROVED BY A MARYLAND
REAL ESTATE INVESTMENT TRUST SUCCESSOR ONLY BY A MAJORITY OF
ITS ENTIRE BOARD OF TRUSTEES IF:

(I)    THE MERGER DOES NOT RECLASSIFY OR
CHANGE ITS OUTSTANDING SHARES OR OTHERWISE AMEND ITS
DECLARATION OF TRUST; AND

(II)   THE NUMBER OF SHARES TO BE ISSUED OR
DELIVERED IN THE MERGER IS NOT MORE THAN 15 PERCENT OF THE
NUMBER OF ITS SHARES OF THE SAME CLASS OR SERIES OUTSTANDING
IMMEDIATELY BEFORE THE MERGER BECOMES EFFECTIVE.

(D)    THE BOARD OF TRUSTEES OF EACH MARYLAND REAL
ESTATE INVESTMENT TRUST PROPOSING TO MERGE SHALL:

(1)    ADOPT A RESOLUTION THAT DECLARES THE
PROPOSED TRANSACTION IS ADVISABLE ON SUBSTANTIALLY THE TERMS
AND CONDITIONS SET FORTH OR REFERRED TO IN THE RESOLUTION;
AND

(2)    DIRECT THAT THE PROPOSED TRANSACTION BE
SUBMITTED FOR CONSIDERATION AT EITHER AN ANNUAL OR SPECIAL
MEETING OF SHAREHOLDERS.