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2467
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HARRY HUGHES, Governor
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(1) The corporation consolidates or merges with
another corporation;
(2) His stock is to be acquired in a share exchange;
(3) The corporation transfers its assets in a manner
requiring corporate action under § 3-105 of this title; [or]
(4) The corporation amends its 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; OR
(5) THE TRANSACTION IS GOVERNED BY § 3-602 OF THIS
TITLE OR EXEMPTED BY § 3-603(C) OF THIS TITLE.
(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 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] EXCEPT AS PROVIDED IN PARAGRAPH (3) OF
THIS SUBSECTION, FAIR value may not include any appreciation or
depreciation which directly or indirectly results from the
transaction objected to or from its proposal.
(3) IN ANY TRANSACTION GOVERNED BY § 3-602 OF THIS
TITLE OR EXEMPTED BY § 3-603(C) OF THIS TITLE, FAIR VALUE SHALL
BE VALUE DETERMINED IN ACCORDANCE WITH THE REQUIREMENTS OF §
3-603(C) OF THIS TITLE.
(c) A stockholder may not demand the fair value of his
stock and is bound by the terms of the transaction if THE
TRANSACTION IS NOT GOVERNED BY § 3-602 OF THIS TITLE OR EXEMPTED
BY § 3-603(C) OF THIS TITLE AND:
(1) The stock is listed on a national securities
exchange:
(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 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
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