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VETOES
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2468
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(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.
SPECIAL VOTING REQUIREMENTS
3-601.
(A) IN THIS SUBTITLE, THE FOLLOWING WORDS HAVE THE MEANINGS
INDICATED.
(B) "AFFILIATE", INCLUDING THE TERM "AFFILIATED PERSON",
MEANS A PERSON THAT DIRECTLY, OR INDIRECTLY THROUGH ONE OR MORE
INTERMEDIARIES, CONTROLS, OR IS CONTROLLED BY, OR IS UNDER COMMON
CONTROL WITH, A SPECIFIED PERSON.
(C) "ASSOCIATE", WHEN USED TO INDICATE A RELATIONSHIP WITH
ANY PERSON, MEANS:
(1) ANY CORPORATION OR ORGANIZATION (OTHER THAN THE
CORPORATION OR A SUBSIDIARY OF THE CORPORATION) OF WHICH SUCH
PERSON IS AN OFFICER, DIRECTOR, OR PARTNER OR IS, DIRECTLY OR
INDIRECTLY, THE BENEFICIAL OWNER OF 10 PERCENT OR MORE OF ANY
CLASS OF EQUITY SECURITIES;
(2) ANY TRUST OR OTHER ESTATE IN WHICH SUCH PERSON
HAS A SUBSTANTIAL BENEFICIAL INTEREST OR AS TO WHICH SUCH PERSON
SERVES AS TRUSTEE OR IN A SIMILAR FIDUCIARY CAPACITY; AND
(3) ANY RELATIVE OR SPOUSE OF SUCH PERSON, OR ANY
RELATIVE OF SUCH SPOUSE, WHO HAS THE SAME HOME AS SUCH PERSON OR
WHO IS A DIRECTOR OR OFFICER OF THE CORPORATION OR ANY OF ITS
AFFILIATES.
(D) "BENEFICIAL OWNER", WHEN USED WITH RESPECT TO ANY
VOTING STOCK, MEANS A PERSON:
(1) THAT, INDIVIDUALLY OR WITH ANY OF ITS AFFILIATES
OR ASSOCIATES, BENEFICIALLY OWNS VOTING STOCK, DIRECTLY OR
INDIRECTLY; OR
(2) THAT, INDIVIDUALLY OR WITH ANY OF ITS AFFILIATES
OR ASSOCIATES, HAS:
(I) THE RIGHT TO ACQUIRE VOTING STOCK (WHETHER
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